The Timekeeper
by canadduh
Summary: After being banished to the Void, The Timekeeper thought that she would spend the rest of her time guarding the Genesis Ark, watching as the millions of Daleks did absolutely nothing. When the Voidship leaves its final resting place the Dalek's are released and The Timekeeper is left with nothing as she learns of the fate of her people.
1. Prisoner

Four hundred years ago:

The Time Lady cringed at the loud clang of metal on metal behind her. She twisted the chains around her wrist in another futile attempt to escape. She knew it was impossible, escaping from a Time Lord prison was unheard of. Well that was if one was strict with the terms. People had escaped from other planets where they were confined by the Time Lords. However, no one had escaped from an actual Time Lord prison.

She couldn't see the guard but she knew that they were there. The same way that she knew she had been in the prison for thirty-three years, six months, four days, three hours, two minutes, and twenty-seven seconds. The constant tick of time in her head had been there since she was eight. The fact that it was Earth time was confounding to many people, but that's just what it was.

"The Timekeeper," The guard taunted, "what an interesting name, considering all of us Time Lords can sense time."

She didn't answer, she never did. They had forced a regeneration once and the other one had been self inflicted after a particularly disastrous torture session. They had left her on the ground mere seconds from death and all she had to do to end the pain was bite down on her tongue.

The Timekeeper watched the guard as he walked around her chair. She was able to move around the chair but she wasn't able to make it to the walls. She had quickly learned to keep to her chair as much as possible, only standing to keep her legs from going too numb.

"Why would you choose such a pretentious name, we all know you are not a pretentious girl." The guard sneered. They were someone that The Timekeeper did not know, well possibly did not know. It was hard to tell sometimes.

The blonde watched as the guard walked over to the wall that held everything they had tried to use on her. Most of the items were primitive but there were a few more advanced pieces. The guard grabbed one of those and The Timekeeper had to suppress a shudder.

She had managed to not show emotion to the guards for the last thirty years and it would be counterintuitive to start now. In the first years she had learned that any display of emotion only made her situation worse. Seeing as it was terrible to start with she was in no place to push anyone's limits.

The brunette stared blankly while the guard got closer. There was a nearly imperceptible shift in her breathing. The Timekeeper could only hope that the guard didn't notice. She forced herself to stay still as the guard used the device on her.

Sweat poured down her body and mixed with her blood to create a large pink puddle. The Timekeeper stared at the puddle with a small amount of relief. The pink color told her that she wasn't too badly injured.

The door opened and The Timekeeper looked up to see another Time Lord enter the room. This time lord she knew, he was the head of the Arcalian Council of Temporal Research. He was The Theorist, he was over seven thousand years old and The Timekeeper found herself very intimidated by him.

"The Timekeeper," The Theorist said, his head jingling from the bells that had been placed in the dark dreads. "Your confinement is over. Any more disruptive behavior will not be tolerated so lightly."

The Timekeeper slumped forward in relief, glad that her punishment was over. She needed to get back to school. She could not afford to miss anymore. She was barely a Junior Time Lady as it was.


	2. Solitary Confinement

Present:

He watched in awe and horror at the oncoming raid, unable to move from his spot in the middle of the park. He could hear screaming coming from around, someone faintly calling his name, but he couldn't move. The sight of smoke in the distance had him riveted.

He had gone out with his older sister and the other kids earlier to play. She had been hesitant to go at first but as she saw it they were in one of the safest places they could be and they were still kids, after all.

While he had been born during the war his sister knew of a time before it. She had been in her final year as a Junior Time Lady and was about to graduate from the Academy. But instead of fighting like the other Juniors his sister had volunteered to run the orphanage in Arcadia. He never understood why, he always thought the soldiers were super cool, but as more and more orphans came to join them he had learned to appreciate having family around.

" **YOU WILL BE EX-TER-MIN-ATED!"** A loud, chopped, and horrifyingly terrifying voice sounded behind him. He turned to see a single Dalek, the creature that he had been taught to fear, placed directly behind him.

"Get down!" Someone ordered him and he obeyed, ducking as a shot was fired just over his head, hitting the Dalek directly on the eyestalk. "Kid, where are your parents?"

"Dead," was his immediate response, "my sister is just over there" He turned to point at his sister and saw her herding together the rest of the kids to protect them from the Daleks. He was shocked to see that she had a gun in her hands. He hadn't known that she even knew how to use one.

"Run to her then, I'll cover you." The man ordered and again he obeyed. "Stay safe, kid."

"You too, sir." He said in a commanding voice as he saluted the soldier.

He ran to his sister as fast as he could, careful to avoid anything that might trip him up. If he fell then that would delay his arrival to safety. He finally reached his sister, giving her a quick hug before going to calm down the youngest of the children. He was a marvel with little kids, despite being a child himself.

"Kron, watch them, I'll be right back." His sister ordered before taking off. He watched as she ran to the soldier who had helped him earlier. He pointed off in a direction before jogging over to their group.

"Your matron sent me to watch you, she'll be right back." The man said, kneeling down to make eye contact with the young children, "She's looking for a way to get you guys to safety."

Kron nodded before turning his attention to the others. There were fifteen of them in total, ranging from twenty years to his fifty. Anyone older than one hundred went to work, running notes and helping where they could.

"What's your name?" One of the youngest ones, a girl named Hanel, asked with wide eyes as she stared at the older man.

"I am The Doctor," The man said gently, he made eye contact with the girl briefly before turning to survey the park, "your sister chose a good place, kid."

The group was huddled in a spot that was shielded on three sides by silver walls that seemed to blend in with the foliage. The entrance was covered by bushes and overhang to the point you could only see the entrance if you knew it was there.

"She's amazing!" Kron said ecstatically, always one to brag about his sister, "she's super smart and she takes care of all of us!"

"She's got a pretty neat brother too." The Doctor remarked with a wink, Kron blushed with pride at the comment, not used to getting them. He loved his sister but she had to devote her time to the others too.

"Kron," Hanel said, pointing to the end of the park, "Kron, what's that?"

There was a shadow falling across the park. The Doctor stood up, lifting his gun fluidly as he went. He glanced back at the children before letting out a sigh. He had promised the girl that he wouldn't leave them alone but he needed to get out a signal to the rest of his platoon.

"I'll be two ticks." The Doctor said before taking off at a trot, low to the ground to avoid being spotted.

* * *

She jogged down the street, making sure to keep out of sight of anything that might want to hurt her. She had known that leaving the orphanage was a bad idea. She was unequipped to protect her wards from anything when she was not at the orphanage. In her first years as the matron, she had worked endlessly to set up the orphanage for a raid. While others had called Arcadia the safest place on Gallifrey she knew otherwise. The academy had been just as protected as Arcadia but it had fallen, so had the TARDIS cradles.

"Cerese!" A young man shouted before pulling her into an alley, "what are you doing out, where are the kids?"

"Morkith, s-sorry, Watchmaker, they're at the park. I- I messed up. I'm going to get the sheet." Cerese explained in a hurry, glancing around anxiously, "I gotta go."

"Cerese, are you sure about this?" The Watchmaker asked, "you know what happens when you fight."

"It's me or them, Watchmaker," Cerese said gently, "And I will always choose them. You know that's why they put me in charge of the orphanage. Because I can protect them."

"Go on, Cerese, I'll cover you." The Watchmaker said, stepping in behind the younger Time Lady with a nod.

They made it two blocks before they encountered Daleks, Cerese considered it a miracle. The Watchmaker shot as Cerese dove to the side, she aimed quickly and shot twice, hitting the two that had been behind the first one. In a fluid movement, Cerese was stood tall and stalking down the street.

She could feel her pulses racing and her head was starting to pound. The rush of adrenaline was working to clear her thoughts but not at the rate she needed it to. Cerese took off at a jog, the Watchmaker following her silently.

"Cerese," The harsh whisper of the Watchmaker stopped her short just in time.

She jumped back as a beam from a Dalek sped past her nose, singing the tip and causing her to twitch at the shock it provided. The Watchmaker shot the Dalek before gesturing for Cerese to continue down the road. The silver streets were starting to blind the pair as they got closer to the orphanage.

"I'll be two ticks," Cerese quoted her favorite Earth saying before unlocking the orphanage door and running in.

"Cerese?" A voice called frightfully from down the hall, "is that you?"

"It's me Stogin," Cerese said gently, moving down the hall to peer in the room that held one of her wards, "how is she?"

"Her fever has gone down, Cer. I did the best I could." Stogin said, nervously wringing his hands together. Cerese placed her hands on his shoulders, immediately gaining his attention.

"Stogin, I need you to do me a huge favor," Cerese said in a harsh tone that Stogin had never heard from the younger time lady.

"What is it?" Stogin asked, his nerves immediately calming, as they did when he had something important to do.

"I need you to grab Helk and take her to the basement," Cerese said, already moving to grab things for the two after dropping her arms, "do not come out until I am back with the children."

"Did you leave them at the park?" Stogin asked almost accusingly.

"They are under the protection of a platoon," Cerese ground out before yelling, "the two of you, basement, now!"

"Cerese?" Came a timid voice, causing the time lord to bite her cheek and take a deep breath.

"I'm right here honey," Cerese said, entering the room and kneeling in front of Helk.

"I heard yelling," Helk said timidly.

"I know honey, I'm sorry," Cerese soothed before glancing at Stogin apologetically. The older Time Lord nodded before going to gather the rest of the things that he and Helk would need, "Helk, I need you to do something for me, alright?"

"Yes, Cerese?" Helk said, excited at the prospect of being helpful despite her ill state.

"I need you to go with Stogin to the basement while I go get the rest of the children, that alright?" Cerese requested gently, knowing that Helk feared the basement.

"Why?" Helk asked, a little nervously.

"The Daleks are here," Cerese said honestly, only to be interrupted by an indignant gasp from Stogin.

"You don't have to tell her," He nearly shouted.

Cerese gave Helk a small smile before walking over to Stogin, "I am not going to lie to her. Now, I need you two to go to the basement. Alright? This is as much for your safety as it is for hers."

Cerese regarded the wrinkled time lord calmly. He was hundreds of years older than Cerese's nine hundred and sixty-seven but Cerese was a lot more threatening than Stogin had ever been. He nodded nervously before going to Helk and leading the girl out of the room.

"Stogin," Cerese said, getting the man's attention for a final time, "make sure you two stay safe. I love you."

"I love you, too, my child. Now go get the other children." Stogin said, tears shining in his eyes. He led Helk down the hall as Cerese ran up the stairs.

She went directly to the storage in the back of her room, pushing aside her old green and brown robes and her newer red ones. She made it to the back of the closet and unlocked the door that was normally hidden.

Once she was in the room Cerese went straight for the control panel, typing in a command. After a moment she paused and took her hair out of its tight bun, sighing in relief as her headache was minimized. Her hair fell down to her waist in brown ringlets. With practiced movements, she quickly braided and tied off the end before letting it hang.

"Come on, come on." Cerese urged the machine before letting out a triumphant yelp as it started beeping.

A panel in the room opened as Cerese ran over to it, pulling out the light red sheet that was the cupboards only occupant. She grabbed a bag off a nearby table and shoved the sheet inside. With a grin, Cerese ran over to input another command before running out of the room. The command would create individual shields around each room in the house, taking the rooms one second out of time and thus, hopefully, preventing the Daleks from finding it.

Cerese grabbed a bag she had packed many years ago from the closet next to the front door and raced back out into the street. She met The Watchmaker at the bottom of the steps and they both took off down the street without a word.

They ran into a total of ten Daleks shortly after leaving the orphanage and Cerese couldn't help but feel that something fishy had happened. The Daleks should not have broken past the sky trenches as fast and efficiently as they had. Luckily there were not many so far into the city but still, Cerese was worried.

She picked up the pace after the Daleks were indisposed, anxious to get back to Kron and the others.

* * *

Kron watched as The Doctor ran off to, he assumed, get some help. The boy was a little unnerved to find that he was the oldest one in the group, which put him in charge. He surveyed the others quickly before giving a decisive nod. He had Ji, Lif, and Tori, the next three oldest, move a little further from the group to keep watch. They were still well hidden but it both thinned out the group and gave them warning in case something was coming.

The youngest three, Geral, Hanel, and Flio all huddled together in the back of the group. The other eight sat and talked quietly while Kron went to look for The Doctor. He had been gone too long for his comfort and Kron knew that he would not be able to protect his friends, his family. He needed someone else to protect them for him.

He spotted The Doctor running back his way with another soldier on his heels. Kron made his way back, knowing that they would have protection soon.

Kron nodded to the lookouts as he stepped through into the hideout. He was bombarded by several hugs. With a chuckle, Kron gently moved his assailants away so that he could breathe.

"Kron, I'm hungry," Geral complained with wide eyes.

"I know, Geral," Kron said gently, "Cerese will be back soon and I'm sure she grabbed something for us all to eat."

Just then The Doctor and his soldier friend entered the hideout. Kron was surprised to see The Sage, a time lord that had often visited the orphanage up until recently.

"Kron," Sage greeted in his lilted voice, "how are you, my friend."

He couldn't help it that his first instinct was to throw himself at Sage. Engulfing the older Time Lord in a hug Kron started shaking with relief.

"I thought you'd died," Kron said looking up at Sage with misty eyes, "you stopped visiting."

"Oh, Kron," Sage said pulling the Gallifreyan into a bone crushing hug, "you won't be able to get rid of me that easily."

"Good, I like you better here and alive," Kron said before disentangling himself with a flushed face. He'd recently talked with Cerese about crushes and love and Kron was very certain he had a crush on Sage despite their age gap.

The Doctor had been surveying the group while the two had talked. Kron gave him a small smile of gratitude before his attention was drawn to the front of the hideout.

"Kron, she's coming," Ji called into the shelter.

Sure enough, Kron was able to see Cerese running toward them. She was running low to the ground and hiding behind anything she could. The Daleks were not fighting in the park but if one of them spotted her then it would be over for all of them. The point of the hideout was to not draw attention to it.

As Cerese drew closer Kron could see that she was weighed down by several bags. He was about to run out when he felt a hand on his shoulder. The Doctor stared down at him and gave him a smile before running out to help Cerese.

The Doctor grabbed one of Cerese's bags and the two quickly made it back to the hideout. Once they were in Kron called the look outs in and went to sit at the entrance. Cerese quickly kissed him on the forehead before getting to work.

"Sage, I need you to unpack everything in that bag," Cerese ordered, pointing to the larger bag as she started to dig through her smaller one.

Cerese made sure that the sheet stayed in the bag. Only a few people knew about the sheet and The Doctor was not one of those people. She was not sure how well the younger Time Lord would react to such technology. Cerese hadn't even told the Arcalian Council that she had finished its creation.

"The Watchmaker should be here soon," Cerese said as she pulled out food and other supplies for her wards, "He's bringing backup from his platoon. I need to report to the council, then I'll be back."

"The council is a day away, Cerese," Kron reminded his sister who gave him a small pat on the head.

"I am bonded with The Flower, remember?" Cerese said gently before turning her attention to The Doctor and The Sage, "Will you two be able to stay until The Watchmaker gets here?"

The two Time Lords shared a look before The Doctor nodded. Cerese smiled faintly before exiting the hideout and going around back, her bag still secured around her shoulders.

" _Sister,"_ Cerese summoned through the bond, closing her eyes at the immediate connection.

" _ **Cerese, how are you and the kids?"**_ The Flower responded.

" _Not good, you have had news of the raid at the south end of Arcadia, yes?"_

" _ **Yes,"**_ was the drawn out hesitant response.

" _We are at the park, your father and Helk are at the orphanage, everyone else is with Sage, a time lord called The Doctor, and I. The Watchmaker is working to secure the area."_ Cerese informed her quickly, " _I need a favor."_

" _ **Anything for you, my love."**_

" _I need you to remove the surveillance on me,"_ she requested quickly, " _please, I have to protect the children Flora."_

" _ **Cerese,"**_ The Flower sighed, " _ **fine, I can get you twenty minutes."**_

" _Thank you sister,"_ Cerese said closing the connection before The Flower could change her mind.

Cerese slowly entered the hideout, careful to not be detected. Once inside she quietly surveyed the occupants of the hideout. Fifteen small children, all orphans, two time lord soldiers, and then herself. A Time Lady member of the Arcalian Council and probably the highest ranking of the three eldest by the Gallifreyan standards.

She was about the speak when The Watchmaker opened a bond connection with her. The two had bonded when they were initiates at the academy but their bond was barely used.

" _ **Cerese, the Daleks are gaining ground. If you're going to use the sheet you need to use it soon."**_ The Watchmaker warned before cutting the connection.

Cerese listened for a moment as the others watched her, their conversations having stopped as soon as she entered. She frowned at the approaching sounds of gunfire and screams.

"Sage, Doctor, I need to speak with you outside," Cerese demanded before exiting the room without waiting for a response.

The two soldiers joined her, watching curiously as she took a deep breath. She looked between the two, obviously facing some sort of personal dilemma. They both registered it when she came to a decision.

"I have this device I call it the sheet. It's a temporal displacement device. One of four, it will place everything under it into a temporal flux, taking them one second out of time." Cerese explained, taking the sheet out of the bag, "I need your help placing it over the hideout."

"How do you have that?" The Doctor asked curiously, "I had heard rumors but there was no concrete evidence."

"I invented it," Cerese said shortly, "I only have a short period of time to do this. I need to speak to Kron first then we can get this done."

"Sorry, can I?" The Doctor asked, already reaching out for the sheet which Cerese handed to him readily.

"We good?" Cerese asked for clarification.

The two nodded and Cerese quickly went back into the hideout. She pulled Kron to her before speaking quietly.

"I'm using the sheet, you're in charge now, love," Cerese informed him gently.

"What about you?" Kron implored, looking up at her with moist eyes as the others seemed to notice something was up.

"It has to be activated from the outside and I'm the only one currently capable, Kron," Cerese took a deep breath before kissing him on the forehead, "I love you, keep them safe."

With that, Cerese exited, tears in her eyes. She nodded to The Doctor and The Sage before grabbing the Sheet from The Doctor and explaining as she went.

"The basic structure is similar to the TARDIS technology, bigger on the inside. Whatever it covers has room to move around and an endless supply of sustenance." She rattled off, "it will cover the hideout, I made sure of it when I built the thing. Took me a year to get the foliage right."

"Wait, you built that?" The Doctor asked, gesturing to the hideout as he helped Cerese with the Sheet.

"I invented a sheet that displaces people in time." Cerese deadpanned, "get a little perspective, Doctor."

They worked in silence after that, covering the hideout quickly. When it was done Cerese stepped away, regarding their work with a practiced eye. She took a deep breath connecting to the sheet and activating it. She heard someone call her name as she dropped to the ground.

* * *

The first sense that came back to her was sound. She could hear the pained calls of Time Lord soldiers all around her and the beeping of monitoring systems.

The second sense that came back was her sense of smell. She could smell the sweat and blood of the soldiers that occupied the beds next to her.

The third sense was her sense of taste. She could taste a metallic tang in her dry mouth that was probably due to the IV she could feel in her wrist.

Her sense of sight and sense of touch came back at approximately the same time. Cerese took a deep breath before opening her eyes to the world around her. She knew already that she had been unconscious for three days twelve hours 39 minutes and 30 seconds. If she was being honest she was surprised that she was even awake. The amount of both physical and temporal energy that went into activating the Sheet was enormous. The temporal energy came in the form of regeneration energy. She had given up an estimated one regeneration cycle but with things like time, it was hard to tell.

"Cerese?" A voice next to her implored and Cerese turned her head to the side to look at the Time Lady.

"Flora," Cerese croaked out. She was handed a cup of water by The Flower and took it gratefully, draining the entire thing in one gulp, "what's the situation?"

"You know what the Council said after your last escapade, Cerese." The Flower reminded, pushing her blonde bangs out of her eyes, "solitary confinement, the removal of your title and position, and the confiscation of all of your inventions."

"Oh yeah, that."

"Yes, that," The Flower said with a sigh, "was it worth it?"

"Always," Cerese answered, "I would do it again no matter the consequences."

The Flower nodded, "they also wanted me to ask you how to undo the shielding device you have on the orphanage."

Cerese frowned, observing The Flower, "I see. Well, you tell them that it takes the equivalent of burning up a sun worths of energy plus two life's worth of regeneration to undo the shield from the outside. The only one that could undo it from the inside is your father. And that's only if he manages to find my work space."

"What you're saying is that it's costly," The Flower concluded.

Cerese sat up on the bed and leaned forward, grabbing the earpod she had noticed earlier, "what I'm saying, councilors, is that we are in the middle of a war and we do not have the resources."

"Cerese," a voice sounded over the device, "we are glad you are awake."

"How long are you giving me?" Cerese asked by way of greeting.

"You have thirty minutes before your isolation begins." Cerese was informed. She nodded, handing the device back to The Flower before swinging her legs off the bed.

"I best get ready then," Cerese said while standing up. She grabbed her bag and made her way down the aisles of beds to where she knew the changing room was.

Once she was out of the hospital gown and back into her red robes Cerese left the tent, being careful to avoid The Flower. Cerese loved the Time Lady like a sister but she needed to be alone.

The walk from the hospital tent to the platoon's headquarters took her only five minutes. Enough time to come up with a thing but not enough for a plan. It was only running into The Doctor, literally, that helped her finalize the idea into a plan.

"Are you okay?" The Doctor asked, helping Cerese to stand, "oh, you're up."

"You sound so very enthusiastic, good sir," Cerese joked.

"It has been a long three days," The Doctor sighed before leading the two to a bench by the tents.

"I know, that's why I have a proposition for you." Cerese said after they were both seated, "or rather a plan, a dangerous one, but it is better than the Daleks winning the war."

The Doctor raised a brow at her, "and what is this plan?"

"The Sheet isn't the only temporal displacer that I created, one of them is in the Temporal Archive. It would work on the entire planet." Cerese said, pausing to let The Doctor draw his own conclusions.

"You're suggesting that we place Gallifrey in temporal displacement?" The Doctor asked.

Cerese shook her head, "I'm suggesting that you do it. I- I'm not sure how much longer I have left."

"What do you mean?"

She gave him a thin smile, "I broke some rules, Doctor. The Council is not willing to give me anymore chances."

"Which council?" The Doctor asked, scratching the back of his neck.

"Arcalian," Cerese answered quickly before looking at something over The Doctor's shoulder, "I need to speak with The Watchmaker and then go carry out my sentence."

"Oh," The Doctor said dumbfoundedly, "well, I shall see you later than."

"If you're lucky," Cerese winked at The Doctor before walking over to The Watchmaker and giving her oldest friend a hug. The Doctor watched her for a moment before shaking his head and getting back to his business.

"Cerese," The Watchmaker said returning the hug tightly, "are you alright?"

Cerese smiled thinly at her friend, "not really, Morkith. The Council is giving me no more chances. I might not see you after this."

The Watchmaker ignored her slip up on his name and pulled her into another hug. He leaned his head against hers, opening up their bond.

" **If it weren't for this war we would have married,"** The Watchmaker's voice sounded in her head, " **I was looking forward to that life with you."**

Cerese closed her eyes against the sudden onslaught of tears, " _I am sorry that I cannot give you that. When the war is over find someone who can. Promise you will. The Watchmaker needs someone to wear his watches after all."_

"Speaking of watches," The Watchmaker said, choosing to ignore her plea. He reached into his pocket and pulled out an intricately designed wristwatch with two different bodies. One depicted Gallifrey, the other was 21st century Earth. The watch held a constant swirling red and blue. "I was going to give you this on our wedding night. It's better now than never."

"Watchmaker," Cerese breathed, holding the watch reverently before suddenly pulling the Time Lord in for a kiss. "I love it." She hesitated before continuing, "I love you."

The Watchmaker pulled her in for another kiss before he stepped back, his eyes showing both sadness and love. "My hearts with you, always."

"My hearts forever-" Cerese didn't get the chance to finish the phrase when her name was called from a tent at the end of the settlement.

"The Timekeeper," the booming voice sounded and Cerese winced.

"Keep yourself safe," Cerese commanded with a sad smile before turning and walking toward the Council who would be giving her the final judgement.

* * *

Cerese stood in front of the ten living members of the Arcalian Council of Temporal Research. Her hands were clasped behind her back and she was doing her best to ignore the sweat running down her neck. They sat behind a row of desks that were pushed together into some semblance of a half circle.

"The Timekeeper," The Theorist addressed her, he was in a different regeneration than when Cerese had last seen him and she felt a sick sense of glee from the knowledge. She had not regenerated for four hundred years.

"The Arcalian Council," Cerese countered, knowing better than to address any of them individually.

"You have been called before us for suspicion of breaking the Council rules that were set forth to you four hundred years ago," the graying Time Lady The Ralia informed from beside The Theorist, "do you deny this charge."

"No," Cerese replied steadily, "I am here to accept whatever punishment the Council sees fit for my crime."

"The Council has decided to appoint you as the Voidship Guard," The Theorist told her, "considering you were the one who invented the prison ship."

Cerese paled and had to school herself against the sudden panic she felt. The Voidship was a prison for the Daleks. These was no need for a guard. The Council thought she was as dangerous as a Dalek.

"I accept the position," Cerese said, her voice only wavering a little.

"Do you have any goodbyes to say?" A council member that Cerese did not recognize asked.

"No, Council," Cerese said making eye contact with The Theorist, "I am ready."

The Council stood and most of them filed out of the room leaving Cerese alone with The Theorist and The Ralia. Cerese stood there in silence as the two conferred. The Theorist nodded before walking around the desks to stand in front of Cerese.

"How do we undo your temporal shields?" The Theorist asked Cerese.

"The Council cannot undo the temporal shields. It is not in the programming to be undone from the outside," Cerese said calmly, "the only one capable of that is me. And so you have to choose which is more important; a guard to the Voidship or the removal of the temporal shields."

"Ralia, please escort The Timekeeper to the Voidship."


	3. Out of the Void

**2007, Earth, London.**

"What is that thing?" Jackie demanded, standing just behind The Doctor. The group was staring up at a sphere floating in the room.

"We've got no idea," Yvonne replied looking up at the sphere that was the object of everyone's attention.

"What's wrong with it?" Jackie asked, looking at The Doctor for an answer, he was staring at the sphere in confusion.

"What makes you think there's something wrong with it?" Rajesh wondered, his voice almost excited.

"I dunno," Jackie shrugged, "It feels weird."

"The Sphere has that effect on everyone," Yvonne told the group, she watched as The Doctor got closer to the ship, standing right below it, "Makes you want to run and hide, Like it's forbidden."

"We've tried analyzing it, using every device imaginable," Rajesh told them, he glanced at The Doctor who was now wearing 3D glasses, "But according to our instruments, the Sphere doesn't exist. It weighs nothing. It doesn't age. No heat, no radiation and has no atomic mass."

"But I can see it," Jackie protested

"Fascinating, isn't it?" Rajesh said, removing his glasses, "It upsets people because it gives off nothing. It is absent."

"Well, Doctor?" Yvonne asked

The Doctor felt an odd connection to the ship, he wasn't sure why. He wasn't sure he even wanted to know why. It was dangerous, he knew that much and it was enough. He ignored the tug coming from the ship and turned to face the group, his eyes wide.

"This is a Void Ship," The Doctor told them, thinking back to when he had first heard the theory, he felt a twinge at the thought of the time war but ignored it, the Void Ship was a much more pressing issue.

"And what is that?" Yvonne demanded

"Well, it's impossible, for starters," He told them, turning to look back at the group, "I always thought it was just a theory, but It's a vessel designed to exist outside time and space. Travelling through the Void."

"And what's the Void?" Rajesh asked The Doctor sat down on the steps leading up to the Void Ship.

"The space between dimensions," The Doctor resisted to roll his eyes at their confused looks, "There are all sorts of realities around us, different dimensions, billions of parallel universes, all stacked up against each other. The Void is the space in between. Containing absolutely nothing. Can you imagine that? Nothing. No light, no dark, no up, no down. No life. No time. Without end.  
My people called it the Void, the Eternals called it the Howling. But some people call it Hell."

"But someone built the Sphere, what for?" Rajesh asked, distracting The Doctor from his thoughts of just before the end of the war, "Why go there?"

"To explore. To escape?" He offered, "You could sit inside it and eternity would pass you by. The Big Bang the end of the universe, start of the next, wouldn't even touch the sides. You'd exist outside the whole of creation."

"You see, we were right," Yvonne gloated, proud of herself and her team, "There is something inside it."

"Oh, yes," The Doctor agreed, not wanting to eve know exactly what it was inside the ship.

"So how do we get in there?" Rajesh asked.

"We don't," The Doctor said, using the rails of the steps to stand up and propel himself forward, away from Rajesh, Yvonne, and the ship. "We send it back into hell. How did it get here in the first place?"

"The Sphere came through, into this world," Yvonne informed the Time Lord, "and the ghosts followed in its wake."

"Show me," The Doctor demanded.

* * *

 **The Void Ship**

She wasn't sure what it was but something in the atmosphere of the ship shifted. A minute change in the permeating hate that distracted the time lady from her mind. She didn't know how long she had been there but a glance at the watch that she wore on her wrist told her that at least to her body it had only been mere minutes. Cerese dreaded to think about how much time had passed elsewhere.

The shift that had gotten her attention had also gotten the Daleks attention. She shivered as she watched them shift as a unit, all millions of them, to look at the same spot. When four of them disappeared Cerese let out a curse. The ship had been created so that nothing could get out from the inside unless she let them out.

Outside was a different story, all that needed to happen was a time traveler needed to touch the sphere. She had made it with the intention that only a time lord (or lady) could release the contents of the prison. If just any old person could release it then the entirety of the universe would be endangered.

"Did the void ship leave the void space?" Cerese wondered aloud before shifting in her seat and spinning the chair to monitor the controls. She had planned for the void ship to be the place where she and the orphans she had taken care of would live if the need arose. She had built a small house inside the void ship, one that the darkness could not penetrate.

Now even thinking about the orphans caused pain in her hearts. She closed her eyes and took a deep breath before looking at the readings. She slid a switch and turned a knob and a screen raised from a panel to her left which showed what looked like a lab space with several humans standing in it.

"No, no, no, no, no," Cerese groaned, typing furiously at the keyboard, "they can't get out here, not now, not on earth."

She slammed her head on the keyboard and let out a groan, "you had one fucking job Cerese, one job."

She could hear the call of the Daleks to exterminate and let out an even deeper sigh before making a decision. She could either stay in the sphere where she was safe or she could go get rid of the Daleks before they cause irreparable damage.

Cerese grabbed the gun from under the table, typed in a code, and stepped out of the house, she watched as it shrunk into a cube and then stored that cube in her pocket. As soon as that was done she waited as the sphere continued to open, even though the Daleks were gone, to reveal the Genesis Ark.

When she had been put in the ship by the council she had not known that they would be placing the genesis ark in the ship as well. She had tried many times to convince them to destroy it. But instead, they had wanted to keep all the Daleks they possible could in one central location.

Cerese had spent years trying to convince them that it was a terrible idea. But no one would listen to the time lady that had spent years in solitary confinement for treason. They had needed everyone who could fight fighting and Cerese had refused. That was what had originally gotten her placed there. She had refused an order of the council. She had lost anyway. They got what they wanted and Cerese had gotten nothing.

"Daleks!" A blond human yelled. Cerese could see her but she wasn't visible from her position behind the Daleks and the genesis ark, "You're called Daleks. I know your name. Think about it - how can I know that? A human, who knows about the Daleks and the Time War? If you want to know how then keep us alive. That's all I'm asking. Me and my friends."

"Yeah, Daleks, Time War - me too," A black male added.

"Yeah, and me," another man, this one also with dark skin.

"You will be necessary," The Dalek assured and Cerese had to wonder why three humans would have knowledge of the time war. The Time Lords had been adamant that the humans never find out. They were much too primitive.

"Report!" A Dalek demanded, "What is the status of the Genesis Ark?"

"Status - hibernation," Another Dalek reported.

"Commence awakening," The first Dalek replied, "The Genesis Ark must be protected above all else."

"But Daleks," the first male said, "you said they were all dead."

Cerese could barely hear his whispers but his words caused her to gasp. Her hope for the last three hundred years of her life was for the Daleks to die. She absolutely hated the man who had created the race. She hated the destruction that they had caused, the death toll was too large for her to even consider.

"Never mind that, what the hell's a Genesis Ark?" the blond wondered and Cerese had to bite her tongue to keep from responding.

"Which of you is least important?" A Dalek asked and Cerese was both surprised and proud to hear the blonde's response.

"What's that supposed to mean?" she asked harshly.

"Which of you is least important?" The Dalek repeated.

"No, we don't work like that, none of us," The blonde reiterated.

"Designate the least important!" The Dalek shouted and Cerese couldn't help her flinch.

"This is my responsibility," the second man said, much to the horror of the first two humans,

"No, don't!" the blonde protested and Cerese could feel herself nodding in agreement.

"I represent the Torchwood Institute. Anything you need, you come through me," the man said bravely, "Leave these two alone."

"You will kneel," the apparent leader of the Daleks demanded.

"What for?" The man asked and Cerese felt herself slowly standing.

"Kneel!" the Dalek yelled and this time the man complied, "The Daleks need information about current Earth history."

"I can give you a certain amount of intelligence, but nothing that compromises homeland security."

"Speech is not necessary," The Dalek assured, "We will extract brainwaves."

Cerese couldn't help herself. She was not about to watch an innocent man die because she had lost an argument nearly two hundred years ago.

"Don't," the man pleaded.

"I'd listen to him if I were you," Cerese said loudly from her place behind the genesis ark. She grinned when the Daleks swiveled to look at her. Cerese alway was one to hide her fear behind a smile.

"Who are you, we do not take orders from humans," The Dalek demanded of her.

"You may want to check that again, you salt shaker," Cerese taunted, smirking now as the Dalek scanned her.

"You are a Time Lord, that is impossible," The Dalek rolled closer and Cerese held up a hand.

"I am the only one here with the ability to help you," Cerese pointed out, "if you kill any of them, or me, then you will lose your chance for world domination."

"How are you still alive?" A Dalek asked and Cerese grinned while walking around the genesis ark and helping the man stand. She ignored the confused and suspicious looks of the humans, keeping her attention on the Daleks.

"Wouldn't you like to know." She taunted before suddenly losing her grin. She raised her gun which was one that was invented for the sole purpose of piercing Dalek armor. "Now be good Daleks and back the fuck up."

She watched in satisfaction as the Daleks backed away from the group. Cerese turned to the group before hearing a Dalek roll forward. She turned to face the Dalek, raising her gun as she went.

"This thing will easily pierce your carbon shield, killing you instantly," Cerese reminded the Dalek, who stopped moving as soon as she had turned. She turned back to the humans with a smile, "anyways, hello!"

"You're a time lady?" The blonde asked, looking at Cerese in confusion and a little bit of what she thought was jealousy.

"Last I checked, yeah," Cerese answered honestly. She was a little shocked that this human female knew so much about the Daleks and seemed to know about her own species too.

"First the Daleks and now time lords," The first man said with a raised eyebrow, "what the hell is happening."

Cerese gestured back to the Daleks, "This right here is an invasion. I was also a prisoner in there, though my crime was saving lives, not destroying them."

She turned to glare at the Daleks, "Let the humans go."

"We need them for information," one of the Daleks protested and Cerese turned her glare on them.

"Then fucking find it somewhere else," She ordered before turning back to the humans, "sorry 'bout that."

"You said you were a prisoner?" The blonde asked hesitantly, "why were you with the Daleks?"

Cerese chuckled darkly but ignored her question, not noticing how her lack of response made the humans even more uneasy. She instead stalked past them to the door only to slam it as soon as she saw the silver man on the other side.

"First Daleks and now cybermen," She groaned, "I just wanted to fucking spend the rest of my days keeping myself company but no, the sphere had to leave the fucking void."

"What are you going on about?" The blonde demanded and Cerese closed her eyes to get control of her breathing and her temper. Her nerves were shot and she wasn't sure how much more she was going to be able to take before she did something stupid.

"Long story, maybe we can talk over tea some time?" She said harshly, not particularly caring that she may have offended the other woman.

Normally she had a patience that rivaled that of mother nature's but this was not her normal. She was thinking frantically, trying to figure out how the fuck she was going to save Earth. They didn't know this but her gun only had one shot left and then it would be useless.

She did not like being the only thing standing between the Daleks and yet another massacre.

And then there were the Cybermen. She closed her eyes as she felt tears welling and took a deep breath, muttering to herself under her breath.

"Pull yourself together Cerese, you're not a child anymore, you've faced worse than Daleks."

She must have missed something because when she opened her eyes there were only three Daleks in the room. The humans looked freaked out and the Daleks were now scanning the room, evidently looking for a source of information.

"Well," Cerese started, shifting her grip on the weapon, "I guess I didn't say you couldn't leave the room."

"Who the hell are you?" The blonde demanded turning on the time lady. Cerese had heard voices like hers before, children who thought the world owes them something.

"I'm Cer-" she paused, as much as she didn't care for her Academy name this human had not earned the right to know her childhood name. She let out a sigh and rubbed her forehead before responding, "I'm the Timekeeper."

"Bit pretentious, that," the blonde responded and Cerese flinched away, memories from a lifetime ago resurfacing with no warning.

"It's really not," she responded petulantly before shaking her head, "my name is also not important. We are in the middle of a double invasion and I am not the enemy. It would do you good to get a little perspective."

"You do not fear us," one of the Daleks said, drawing everyone's attention.

"Why would I fear a pepper pot?" Cerese asked tauntingly, "why would I fear a creature that needed to destroy my entire race because they were afraid."

"Daleks do not know fear," The Dalek screeched and Cerese couldn't help the chuckle that came out.

"Then how do you know I am not afraid if you yourself have not felt fear?" She was bullshitting them, she could feel the tremor in her hands but chose to ignore it.

"Daleks are not afraid." one of the Daleks argued

"Oh please, do you know what hate is?" Cerese chuckled, "It's ignorance and fear. Which is what you all are. You are ignorant and afraid, therefore you hate."

"Final stage of awakening!" the first Dalek called before the other could respond, they all moved closer to Rose, singling her out, "Your handprint will open the Ark."

"Well, tough, cos I'm not doing it," Rose argued, crossing her arms in front of her

"Obey, or the male will die!" A Dalek called, pointing his blaster at Rose's friend.

"I can't let 'em," Rose said, shaking her head at the man after sharing a look.

"Rose," he implored, "don't!"

"Place your hand upon the casket," the Dalek ordered Rose, ushering her forward.

"All right!" Rose snapped, annoyed with the Dalek, "You're gonna kill us anyway, so what the hell. If you escaped the Time War, don't you want to know what happened?"

Cerese frowned, watching Rose closely. She wasn't sure she could trust the human woman who seemed to know so much about her people.

"Place your hand-" the Dalek started, only to be interrupted by Rose

"What happened to the Emperor?" Rose said, taunting the Daleks with her knowledge.

"The Emperor survived?" The Daleks questioned.

"Until he met ME," Rose said, taunting the metal creatures "Cos if these are gonna be my last words, then you're gonna listen! I met the Emperor. And I took the Time Vortex and poured it into his head and turned him into dust. D'you get that? The God of all Daleks and I destroyed him!"

"You will be EXTERMINATED!"

"Oh, I don't know about that," A voice said behind Rose, causing the human to spin around. Cerese watched in wonder as the Dalek's backed away from the door in fear. She turned to find out what about that voice had scared them and was surprised to see someone she thought she'd never see again.

"Impossible," the man in front of her muttered as he too stopped in awe. He seemed hesitant to do anything more, "they told us you'd died."

"Obviously they lied," Cerese said with a grin, getting over her shock, "glad to see ya, Doctor."

"How are you alive?" The Doctor asked, his mouth opening and closing like a fish out of water.

"Long story, some other time, perhaps?" Cerese suggested, pointing over her shoulder at the group that was watching them with various mix of expression.

"Oh! Right." The Doctor said turning to greet his other companions. "How are you?"

"Oh!" Rose said, obviously glad to see The Doctor. Cerese couldn't help but wonder at the relationship between the two. She could see the look that Rose was giving The Doctor and it made her smile. "Same old, you know."

"Good," The Doctor grinned before turning to Rose's friend, kissing him on the forehead "And Micketty-Mick-Mickey! Nice to see you."

"And you, boss," Mickey greeted

"Social interaction will cease," One of the Daleks demanded, gaining everyone's attention.  
"How did you survive the Time War?"

"By fighting…" The Doctor replied darkly, "on the front line. I was there at the Fall of Arcadia. Someday, I might even come to terms with that. But you lot ran away!"

"We had to survive," The Dalek defended.

"The last four Daleks in existence," The Doctor taunted, "So what's so special about you?"

"Doctor, they've got names," Mickey informed the Time Lord, "I mean, Daleks don't have names, do they? But one of them said they-"

"I am Dalek Thay," one of the gold Dalek's introduced himself.

"Dalek Sec," the black Dalek introduced.

"Dalek Jast."

"Dalek Caan."

"So THAT'S it! At last!" The Doctor said gleefully, making Cerese jump, "The Cult of Skaro.  
I thought you were just a legend."

"Who are they?" Rose asked.

"A secret order of Daleks," The Doctor explained, glaring at the Daleks, "above and beyond the Emperor himself. Their job was to imagine. Think as the enemy thinks. Even dare to have names, all to find new ways of killing."

"But that thing," Rose gestured to the Genesis Ark, "they said it was yours - I mean, Time Lords, they built it. What does it do?"

"I don't know," The Doctor shrugged, "Never seen it before."

"But it's Time Lord," Mickey reminded.

"Both sides had secrets," The Doctor said with a shrug, glancing at Cerese who was watching the Daleks intently.

"The Genesis Ark," Cerese said suddenly, turning to look at The Doctor and his companions. She may as well explain what was inevitably going to happen. If they knew what was coming there might be some way for them to prepare for it. "A Dalek prison commissioned by the Arcalian council in order to capture and detain the Empirical Fleet. I tried to convince them to destroy it once all the Daleks had been captured, but as you can see I obviously failed."

"You built it?" The Doctor asked both awed and shocked by this.

"I had no choice." Cerese eyed The Doctor closely, begging him to understand, "either I built the Genesis Ark or I spent three hundred years in solitary confinement. I couldn't do that to my family. Thirty years was long enough"

"So you condemned your own species?" Rose snapped, causing Cerese to flinch violently.

"Rose," The Doctor chided before walking over to Cerese and pulling her into a tight embrace.

 _We'll talk later,_ The Doctor promised, gently running a hand down Cerese's back, _there is much to discuss._

 _Thank you,_ Cerese nodded before pulling away from the embrace.

"They said one touch from a time traveler will wake it up," Rose said, clearly not happy with the current interaction.

"Technology using the one thing a Dalek can't do - touch," The Doctor grinned at Cerese. Pride shining in his eyes at her clever thinking. "Sealed inside your casing, not feeling anything ever From birth to death, locked inside a cold, metal cage, completely alone. That explains your voice. No wonder you scream."

"The Doctor will open the Ark!" Dalek Thay demanded.

"Oh," The Doctor exclaimed, "The Doctor will not!"

"You have no way of resisting!" Dalek Sec reminded.

"Well, you got me there, although," The Doctor concurred before pulling out what looked to be a sonic device, "there is always this."

"A sonic probe?" Dalek Sec questioned.

"That's "screwdriver"," The Doctor corrected, winking at Rose.

"It is harmless," The Dalek assessed

"Oh, yes," The Doctor agreed, "Harmless is just the word. That's why I like it! Doesn't kill, wound, maim, but I'll tell you what it DOES do." He paused for dramatic effect before pointing the sonic at the door, "It is very good at opening doors."

In walked two of the cybermen as well as a few more humans. Cerese quickly assessed the situation herself, seeing as there were multiple and only her and The Doctor to protect the humans she wasn't sure what they were going to do. Already she had to pull the scientist out of the way to prevent him from being caught in the crossfire.

"Delete. Delete. Delete." The Cybermen chanted as they shot at the Daleks.

"Alert!" The Daleks said, "Casing impaired! Casing impaired!"

"Rose, get out!" The Doctor ordered before grabbing Cerese and pulling her after him. She barely had time to grab the scientist, not wanting to leave him behind.

"Insufficient fire power! Insufficient firepower!" The Daleks chanted.

"Daleks will be deleted. Delete. Delete." The cybermen continued, still firing.

"Mickey!" The Doctor called to his companion's friend, "Come on!"

Cerese looked back in time to see Mickey stumble into the Genesis Ark. She was grateful that he had, considering the Daleks would have had to blow up the sun to get it to open otherwise. They would have had no chance of survival then.

"Adapt to weaponry!" The Daleks called as they started attacking again at a higher pace, "Fire power restored!"

"Come on!" The Doctor urged, wanting to get the rest of the humans out of the area,

"Cybermen primary target!" The Daleks informed.

"Jake, protect the stairwell!" The Doctor ordered as he led everyone up the stairs and out of immediate danger.

"The rest of you, come on!" The Doctor commanded.

"Cybermen have been exterminated," The Daleks declared, "Daleks are supreme. The Genesis Ark is primed. The Ark needs area of 30 square miles."

"Move!" The Doctor urged once again, clearly worried about the last of the group who were now falling behind.

"Genesis Ark mobile."

"I just fell," Mickey said, panicking now, "I didn't mean in."

"Don't worry," Cerese assured the human, "the only other way they could have opened it was to blow up the sun, you've just saved us."

"Now run!" The Doctor commanded, and everyone broke out into a sprint.

They made it up three flights of stairs before they ran into yet another human. Cerese would have urged them along at the delay but she noticed the resemblance between the woman and Rose. She was currently cowering on the ground in front of a cyberman.

"Oh!"

"You will be upgraded," The cyberman said.

"No, but you can't, please!" the woman begged as one of the other humans in the group raised a gun and shot the cyberman dead.

"Pete?!" The woman said disbelief painted on her face.

"Hello, Jacks," The older balding man greeted.

"I said there were ghosts, but that's not fair," Jackie complained, "Why him?"

"I'm not a ghost," Pete assured.

"But you're dead," Jackie informed the man, "You died 20 years ago, Pete."

"It's Pete from a different universe," The Doctor explained, "There are parallel worlds, Jackie. Every single decision we make creates a parallel existence, a different dimension where-"

"Oh, you can shut up," Jackie snapped before turning her attention back to Pete, "you look old."

"You don't."

"How can you be standing there?" Jackie questioned

"Just got lucky," Pete shrugged, "Lived my life. But you were left on your own. You didn't marry again, or."

"There was never anyone else," Jackie assured, tears running down her face, "Look at me. I never left that flat. Did nothing with myself."

"You brought HER up," Pete said, gesturing to Rose, "Rose Tyler. That's not bad."

"Yeah," Jackie nodded.

"In my world it worked," Pete explained, " All those daft little plans of mine, it worked. Made me rich."

"I don't care about that," Jackie assured before asking, "How rich?"

"Very," Pete told her.

"I don't care about that," Jackie repeated, "How very?"

"Thing is, though, Jacks, you're not my wife," Pete said, as though he was trying to convince himself, "I'm sorry, but you're not. I mean, we both. You know, it's just sort of." He couldn't resist it anymore and opened his arms wide before running to Jackie, the two meeting in an embrace. "Oh, come here."

"This way!" The Doctor yelled as the sounds of both invading species got closer to them, "Come on, please."

"What are they doing?" Rose questioned as they watched a Dalek elevate into the air, "Why do they need to get outside?"

"Time Lord science," The Doctor ground out, "What Time Lord science? What is it?"

He turned to Cerese who was towards the back of the group. He knew that she would have the answers but upon seeing her pale face he realized that she was in no shape to give up any information that she may have had.

"We've got to see what it's doing," The Doctor said, "We've got to go back up. Come on! All of you. top floor!"

"That's forty-five floors up! Believe me, I've done them all," Jackie informed them.

"We could always take the lift," Jake said, popping out of the lift behind them.


	4. Into Reality

"Time Lord science," The Doctor growled, staring at the Genesis Ark as it released Daleks into the air, "It's bigger on the inside."

"Did the Time Lords put those Daleks in there?" Mickey asked, turning to The Doctor, "What for?"

"It's a prison ship," The Doctor replied, glancing over to Cerese who was staring into space, standing right next to the elevator. He could feel her trying to connect with the rest of their people and was about to walk over when Rose came up to him. As elated as he was to find another time lord he needed to save earth before he could talk to her. Now wasn't the time to tell Cerese what happened.

"How many Daleks?" Rose questioned, also staring out the window.

"Millions," The Doctor informed the group.

"She was in there too," Rose told him, gesturing to Cerese, "The Timekeeper or whatever."

The Doctor stared at Rose in shock. He thought that she'd be happy he had someone, just one person, from his home world. Something that he'd thought he'd lost forever. He didn't get the chance to respond though since Pete started talking.

"I'm sorry, but you've had it," Pete said, taking a yellow medallion out of his bag and handing it to Jackie, "This world's going to crash and burn. There's nothing we can do. We're going home. Jacks, take this. You're coming with us."

"But they're destroying the city," Jackie protested.

"I'd forgotten you could argue," Pete almost teased, "It's not just London, it's the whole world. But there's another world just waiting for you, Jacks. And it's safe as long as the Doctor closes the breach. Doctor?"

"Oh, I'm ready. I've got the equipment right here," The Doctor had put on his 3D glasses, looking ridiculous, "Thank you, Torchwood." He went to the computer and got to work, "Slam it down and close off both universes."

"Reboot systems," the computer announced.

"But we can't just leave," Rose protested, "What about the Daleks? And the Cybermen?"

"They're part of the problem, and that makes them part of the solution. Oh yes!" The Doctor paused before gesturing to the glasses, "Well? Isn't anyone going to ask what is it with the glasses?"

"What is it with the glasses?" Rose complied

"I can see, that's what," The Doctor grinned, "because we've got two separate worlds, but in between the two separate worlds, we've got the Void. That's where the Daleks were hiding. And the Cybermen traveled through the Void to get here. And you lot, one world to another, via the Void. Oh, I like that. Via the Void. Look."

The Doctor handed the glasses to Rose before continuing, "I've been through it. Do you see?"

"Reboot in three minutes," the computer informed.

"What is it?" Rose asked, looking at the floating particles around The Doctor.

"Void stuff."

"Like er," Rose searched for the right term, "background radiation."

"That's it. Look at the others," He prompted, "And the only one who hasn't been through the Void, your mother. The first time she's looked normal all in her life."

"Oi," Jackie protested.

"But the Daleks lived inside the Void," The Doctor told them, "They're bristling with it. Cybermen, all of them. I just open the Void and reverse. The Void stuff gets sucked back inside."

"Pulling them all in!" Rose cheered before looking at The Timekeeper and seeing how much void stuff she was covered in. It almost hurt to look at the time lady.

"Pulling them all in!" The Doctor agreed, seeing where Rose was looking and frowning. He'd looked at Cerese earlier and the woman had more void stuff than all of them combined.

"Sorry, what's the Void?" Mickey asked, and The Doctor was glad for the distraction.

"The dead space," he explained, "Some people call it Hell."

"So you're sending the Daleks and Cybermen to Hell?" Mickey asked, The Doctor nodded and Mickey turned to Jake, "Man, I told you he was good."

"But it's like you said," Rose said, "We've all got Void stuff. Me too, because we went to that parallel world. We're all contaminated. We'll get pulled in."

"That's why you've got to go," The Doctor told her, feeling his hearts clenched. To gain what he had and lose what he was going to lose in one day was going to be too much.

"Reboot in two minutes."

"Back to Pete's world," He continued before getting distracted, "Hey, we should call it that. Pete's World. I'm opening the Void, but only on this side. You'll be safe on that side."

"And then you close it, for good?" Pete asked.

"The breach itself is soaked in Void stuff," The Doctor said, "In the end, it'll close itself. And that's it. Kaput."

"But you stay on this side?" Rose questioned.

"But you'll get pulled in," Mickey reminded.

"That's why I got these," The Doctor said, holding up the magnaclamps he'd taken the time to grab, "I'll just have to hold on tight. I've been doing it all my life."

"I'm supposed to go," Rose started.

"Yeah."  
"To another world, and then it gets sealed off," She continued and The Doctor really wanted to just close his eyes and ignore the problem at hand.

"Yeah," he said instead.  
"Forever," Rose shook her head, "That's not going to happen."

"We haven't got time to argue," Pete reminded them as the building shook from the force of the fighting aliens, "The plan works. We're going. You too. All of us."

"No, I'm not leaving here," Rose argued.

"I'm not going without her," Jackie added.

"Oh, my God. We're going!" Pete commanded.

"I've had twenty years without you, so button it," Jackie snapped, "I'm not leaving her."

"You've got to," Rose protested

"Well, that's tough," Jackie argued.

"Mum,"

"Reboot in one minute," The computer told them.

"I've had a life with you for nineteen years, but then I met the Doctor and all the things I've seen him do for me, for you, for all of us. For the whole stupid planet and every planet out there. He does it alone, mum. But not anymore, because now he's got me."

Rose didn't see The Doctor take a yellow medallion from Pete and walk around to behind her. He nodded at Pete and lowered the medallion over Rose's head.

"What're you-" Rose protested, but it was too late, they were gone and he was alone.

Well not completely alone anymore. The Doctor turned to see that Cerese was still standing next to the elevator. She looked even paler than she had earlier and he was almost worried that she would pass out.

He'd felt it earlier, Cerese trying to contact their people. He'd wanted to stop everything then and tell her what had happened, what he had done. But at the same time, he did not want to face her judgment. He'd seen Cerese risk her life to save people, what would she think of his cowardly actions?

There wasn't time to ponder it right now. He needed her to be present in order to complete his end of the deal. He walked over to her and placed a hand on her shoulder, hoping to rouse her from her spaced out state.

* * *

Cerese had tried calling out to the other time lords, her friends and family, but had received no response. Even from earth she still should have been able to connect with them. Especially The Watchmaker and The Flower, seeing as she was bonded with them.

But now that she had a moment to process on the way to the top floor she started to notice the deafening silence she was experiencing. There was nothing from her species. That buzz that had filled her head even when she was being tortured in her youth was gone.

There was nothing.

She couldn't even feel The Doctor.

Cerese followed everyone out of the elevator on autopilot, her body knowing what it needed to do without her brain commanding it.

It wasn't until she felt a hand on her shoulder that Cerese tuned back into what was going on around her. She noticed then that it was only her and The Doctor left in a room with some desks and three completely white walls.

"Are you okay?" The Doctor asked, looking into Cerese's eyes with his concerned brown ones.

"No," Cerese whispered, her voice cracking, "but I don't think now's the best time. Where are the others?"

"Gone," The Doctor replied simply, moving to a panel on the wall now that he knew Cerese was with him.

"Gone how?" Cerese asked, following behind The Doctor. Surely she would have noticed if anything bad happened?

"Through the void to a parallel universe on the other side." The Doctor told her.

"That's not possible," Cerese countered, "I was part of the Arcalian council when they decided to lose of the universes."

The Doctor glanced back at her but quickly got back to work, "I know."

"You seem to know a lot about me, Doctor," Cerese commented suspiciously.

The Doctor shrugged again before he typed in a final code.

"The Daleks are on their way up, let's get to work, Cerese," The Doctor said but before they could do anything the human woman, Rose suddenly appeared in the room again.

"Once the breach collapses, that's it," The Doctor reminded Rose after pulling her into a hug, "you'll never be able to see her again, your own mother."

"I made my choice a long time ago and I'm never going to leave you," Rose said, glancing at Cerese who was eyeing the controls in an attempt to give the two space.

She started messing with the buttons and adjusting some of the ones that The Doctor had moved to the right settings. Time was, after all, her domain and while she hadn't used these specific controls before she was very quick to pick up on how the setting worked.

"So what can I do to help?" Rose asked.

"Systems rebooted. 'Open access." The machine beeped, telling Cerese she'd done it correctly.

"Those coordinates over there, set them all at six," The Doctor ordered Rose before going to the controls that Cerese was at, "And hurry up!"

"We've got Cybermen on the way up," Rose warned, looking at the communication screen.

"How many floors down?" The Doctor asked

"Just one," she replied.

"Levers operational," the computer announced.

"That's more like it," Rose said when The Doctor looked at her with a grin, "Bit of a smile. The old team."

"Hope and Glory, Mutt and Jeff, Shiver and Shake," The Doctor listed.

"Which one's Shiver?" Cerese and Rose asked at the same time, earning Cerese a funny look from both the time lord and the human. She continued: "What, I know things about earth, alright?"

"Oh, I'm Shake," The Doctor told them before handing Rose a magnaclamp and gesturing Cerese over to him. "Press the red button."

"When it starts, hold on tight," The Doctor ordered, "Shouldn't be too bad, but the Daleks and the Cybermen are steeped in Void stuff. Ready?"

"Doctor," Cerese said, delaying the start by a moment, "I'm steeped in void stuff too."

"I won't let go, promise," The Doctor said, gripping Cerese around the waist with one arm as the time lady held onto the magnaclamp with both of hers, "Let's do it!"

"Online." The computer announces after both The Doctor and Rose had pushed the levers.

Cerese could feel the tug of the void down to her very core. It pulled at her very being as it almost urged her to let go. She wasn't sure what was happening but she held on tighter to the magnaclamp, knowing that she would be lost forever if she let go.

"Into the Void! Ha!" The Doctor yipped with glee.

Her hearts stopped as The Doctor shifted his grip on her.

"Offline," The computer announced when one of the levers started to go back down. Rose let go of the magnaclamp with one hand in order to pull the lever back into position.

"Hold on!" The Doctor yelled.

She could feel the fear coming off of him in waves. Whoever Rose was she was obviously important to The Doctor. If Cerese shifted her weight just right and reached she might be able to reach the lever and help Rose.

"I've got to get it upright!" Rose replied, holding on for dear life.

"Online and locked," the computer announced and Cerese felt the Doctor breathe a sigh of relief.

"Rose!" The Doctor yelled a moment later when the lever she was now holding with both hands shifted, "Hold on!"

Rose's fingers slipped off the lever, The Doctor yelled for her again. The man from before, Pete, appeared and then Rose was gone.

"Systems closed," the computer announced after the breach had closed itself.

* * *

Cerese was in the room the Tardis had provided for her. She had asked for a place to lie down and The Doctor had granted it, seeing as he wanted some space. He was about to burn up a sun to say goodbye to Rose. To check in one last time and make sure his best friend was safe and sound.

He watched with sad eyes as Rose appeared before him. She looked good, if not a little sadder than he'd like her to be.

"Where are you?" Rose wondered.

"Inside the Tardis. There's one tiny little gap in the universe left, just about to close," he had three minutes left to say goodbye, "And it takes a lot of power to send this projection - I'm in orbit around a supernova.I'm burning up a sun, just to say goodbye."

"You look like a ghost," Rose told him.

"Hold on," The Doctor said, hitting a few buttons in order to appear more solid.

"Can I t-" Rose started before moving a hand through him, he couldn't feel it at all.

"I'm still just an image," The Doctor informed her, "No touch."

"Can't you come through properly?" Rose asked, she was starting to cry and he did not like that one bit.

"The whole thing would fracture," he told her, "Two universes would collapse."

"So?" Rose questioned, only half joking.

"Where are we?" The Doctor asked instead, "Where did the gap come out?"

"We're in Norway," she told him.

"Norway!" The Doctor beamed, he loved Norway, "Right."

"About 50 miles out of Bergen," Rose continued, "It's called Darlig Ulv Stranden."

"Dalek?" He asked, almost panicking for a moment.

"Darlig," Rose corrected, "It's Norwegian for bad. This translates as Bad Wolf Bay."

"How long have we got?" Rose questioned.

"About two minutes," The Doctor told her.

"I can't think of what to say!" Rose told him, tears now streaming down her face.

"You've still got Mr. Mickey, then," The Doctor said, almost as a question.

"There's five of us now - Mum, Dad, Mickey and the baby," Rose told him.

"You're not," The Doctor asked. She couldn't be, right?

"No!" Rose said with a laugh, "It's Mum. She's three months gone."

"More Tylers on the way," He smiled, genuinely happy for them, "And what about you, what are you?"

"Yeah, I'm back working in the shop," Rose told him.

"Oh, good for you."

"Shut up!" She quipped, "Nah, I'm not. The Torchwood on this planet's still open for business. I think I know a thing or two about aliens."

"Rose Tyler," he said proudly, "Defender of the Earth. You're dead, officially, back home.  
So many people died that day, and you've gone missing. You're on a list of the dead. Here you are, living a life, day after day. The one adventure I can never have."

"Am I ever going to see you again?" Rose asked him delicately

"You can't," he told her.

"What are you going to do?" Rose wondered.

"I've got the Tardis," The Doctor told her, "Same old life."

"Last of the Time Lords," She said before pausing, "well, not anymore. Who is she, Doctor?"

"An old friend," he told her, not wanting to elaborate with the little time they had left.

"I- I love you," Rose said, another onslaught of tears coming.

"Quite right too," he joked, "And I suppose. if it's my last chance to say it. Rose Tyler."

The connection cut. He hadn't said it to her. She didn't know how he felt.

"You loved her, didn't you?"

He spun around at the voice, having expected Cerese to still be in her room.

He simply nodded.

"I'm sorry," Cerese said, sitting down on the jumpseat, "I know how hard it is to lose someone like that."

"Your brother," The Doctor said, remembering the day that they had met on Gallifrey.

"What happened to Gallifrey?" Cerese asked but before he could reply there was a flash of light by the door and he turned quickly to see a red head standing in a wedding dress on his Tardis.

* * *

She could feel the Tardis around her. The hum in the back of her head was pleasant, taking away some of the aches Cerese felt at not being able to feel the rest of the Time Lords. Cerese could guess what happened to them, it wasn't that hard to figure out, but she wanted confirmation.

Deciding to give The Doctor some space to mourn Rose and say his goodbyes she took a shower. The Tardis provided exactly what Cerese would need and when she was done she changed into a white tunic, loose brown trousers, and brown sandles. She considered putting on her red cloak again but decided that it would be overkill to do so.

Once she was done Cerese went off in search of the kitchen and grabbed a quick bite before heading to the console, figuring The Doctor had enough time to say goodbye to Rose. While she couldn't see what he'd seen in the human Cerese tried not to judge the relationship the two had shared. Rose just seemed a little young for her tastes.

She reached the console just as The Doctor finished talking.

"- Rose Tyler," The Doctor said, but then stopped as the connection was cut.

"You loved her, didn't you," She couldn't help but say, wanting to offer some comfort to the man standing in front of her.

He spun around, obviously not realizing that she was there before. He nodded and Cerese could feel his pain. She really needed to put her walls back up. She had enough to work through without someone else's thoughts and feelings in her mind.

"I'm sorry," She said, taking a seat and pausing for a moment before she continued, "I know what it's like to lose someone like that."

"Your brother," was his reply, understanding flashing through his mind and into hers. She put up her mental walls.

"What happened to Gallifrey?" She asked, not wanting to beat around the bush. She needed to know what happened to her home.

Before The Doctor could answer, however, there was a flash of yellowish-white light and suddenly a red headed woman, a woman wearing a traditional human wedding dress, was standing in the console room with the two gallifreyans.

"What?" The Doctor said, obviously shocked.

"Oh!" was the woman's response.

"What?" The Doctor repeated.

"Who are you?" The woman demanded.

"But-" The Doctor protested.

"Where am I?" the red-head questioned.

"What?" The Doctor said again.

"What the hell is this place?" The bride-to-be wanted to know.

"What?" Was The Doctor's only response.

Cerese watched their interaction with amusement and a growing irritation. She was fine with people repeating themselves once, but four times was a little overkill, despite the impossibility of the situation.

"Doctor," she snapped, getting the time lord's attention, "you're being redundant."

"Rude," was his only reply before he turned his attention back to the woman who had some how appeared in the Tardis while she was in flight.


	5. Donna Noble

"You can't do that," The Doctor protested, turning to the woman who had appeared in his Tardis, "I wasn't, We're in flight. That is, that is physically impossible! How did-"

"Tell me where I am," the woman demanded, "I demand you tell me right now where am I?"

"Inside the Tardis," The Doctor told her, listening to her demands.

"The what?" the bride- to- be asked.

"The Tardis," The Doctor replied.

"The what?"

"The Tardis!"

"The what?"

"It's called the Tardis," Cerese snapped, "would you guys please stop repeating yourselves, it's rather annoying."

"That's not even a proper word," the woman protested "You're just saying things."

"How did you get in here?" The Doctor asked, moving on after glancing at Cerese. He was starting to get that repeating things would be bad with her.

"Well, obviously, when you kidnapped me," the woman snapped, "Who was it? Who's paying you? Is it Nerys? Oh my God, she's finally got me back. This has got Nerys written all over it."

"Who the hell is Nerys?" The Doctor snapped

"Your best friend," the woman replied.

"Hold on, wait a minute. What are you dressed like that for?"

"I'm going ten pin bowling," She snapped, "Why do you think, dumbo? I was halfway up the aisle! I've been waiting all my life for this. I was just seconds away, and then you, I don't know, you drugged me or something!"

"I haven't done anything!" The Doctor protested, looking to Cerese for help

"I'm having the police on you! Me and my husband, as soon as he is my husband, we're going to sue the living backside off you!" The woman snapped before storming to the doors, despite both Cerese and The Doctor protesting it.

"No, wait a minute. Wait a minute. Don't!" The Doctor yelled as he followed her. She opened the doors anyway to reveal the swirling colors of a nebula. He paused beside her, speaking calmly now, "You're in space. Outer space. This is my space ship. It's called the Tardis."

"How am I breathing?" she wondered.

"The Tardis is protecting us," The Doctor told her.

"Who are you?" the woman breathed, turning to take in The Doctor properly.

"I'm the Doctor," The Doctor told her, "She's Ce-"

"The Timekeeper," Cerese interrupted, earning herself a glance from The Doctor before he continued.

"She's The Timekeeper," he continued, "you?"

"Donna," She replied.

"Human?" He asked, grabbing his sonic and started scanning the woman.

"Yeah," Donna said clearly annoyed by the sonic, though he ignored that, "Is that optional?"

"Well, it is for me," The Doctor informed, reading the scans.

"You're an alien," Donna noted, as though it should have been obvious.

"Yeah," The Doctor said.

"And you?" Donna looked at Cerese.

"You're alien to me," she said by way of answering.

"It's freezing with these doors open," Donna said, for lack of anything better to

The Doctor shut the Tardis doors and went back to the console. He really was confused, and a tad frustrated. All her wanted to do now was talk to Cerese and bask in the fact that he wasn't alone anymore. Even if it meant that he'd have to tell her what he did.

On second thought, maybe a distraction was a good thing.

"I don't understand that and I understand everything. This this can't happen! There is no way a human being can lock itself onto the Tardis and transport itself inside. It must be-" he grabbed and ophthalmoscope from one of his pockets and used it to look into Donna's eyes, hoping to gain some insight on what the connection was, "impossible. Some sort of subatomic connection? Something in the temporal field? Maybe something pulling you into alignment with the Chronon shell. Maybe something macro mining your DNA within the interior matrix. Maybe a genetic-"

A hand suddenly connected with his cheek and The Doctor covered it before staring at Donna in shock.

"What was that for?"

"Get me to the church!" Donna demanded, more than fed up with the time lord and his antics.

"Right! Fine!" The Doctor said, exasperated, "I don't want you here anyway! Where is this wedding?"

"Saint Mary's, Hayden Road, Chiswick, London, England, Earth, the Solar System," Donna said, listing everything about the church she as getting married in. She paused when she noticed a blouse on the railing and stormed over to it, "I knew it, acting all innocent. I'm not the first, am I? How many women have you abducted?" She turned to Cerese, "Did he abduct you?"

"That's my friend's," The Doctor said, eyeing the shirt sadly.

"Where is she, then?" Donna snapped "Popped out for a space walk?"

"She's gone," The Doctor told her honestly.

"Gone where?" Donna harshly

"I lost her," The Doctor explained.

"Well, you can hurry up and lose me!" Donna snapped before continuing more gently, "How do you mean, lost?"

The Doctor grabbed the blouse from Donna, tossing it out of the console room where the Tardis could take care of it and turned his attention back to Donna.

"Right, Chiswick," he deflected after a moment and turned his attention to the console.

* * *

Cerese watched The Doctor run around the console with interest. Usually, Tardises were flown by at least three pilots, a type forty Tardis could have anywhere from three to six depending on how complicated the flight pattern was supposed to be.

She could only assume that the Tardis herself was helping him fly. The hum that she received in response to that thought was confirmation enough that she was right about that. She considered stepping to help but as she hadn't flown a Tardis in centuries she decided that it might not be the best idea.

She watched Donna run out of the Tardis and followed The Doctor at a slower pace, wanting to see what earth looked like when it wasn't being attacked by Daleks and Cybermen. It was honestly louder than she thought it would be. And unbelievably smelly.

"I said, Saint Mary's," Donna snapped after she had surveyed the area, "What sort of Martian are you? Where's this?"

"Something's wrong with her," The Doctor explained sadly as he patted the blue box on the side, "The Tardis, it's like she's recalibrating! She's digesting. What is it? What have you eaten? What's wrong? Donna? You've really got to think. Is there anything that might've caused this?" The Doctor was questioning Donna who was running around the Tardis, trying to make sense of its size "Anything you might've done? Any sort of alien contacts? I can't let you go wandering off. What if you're dangerous. I mean, have you, have you seen lights in the sky, or did you touch something like something, something different, something strange? Or something made out of a, box of metal or. Who're you getting married to? Are you sure he's human? He's not a bit overweight with a zip around his forehead, is he?" He paused when he noticed that the human was running off, "Donna!"

The Doctor took off after Donna while Cerese decided she'd rather stay near the Tardis.

"He'll be back," She said to the blue box as she examined her outside, "though I wonder why he keeps you looking like this. Surely he knows how to fix the matrix when it gets stuck."

Cerese shrugged and opened the door to the Tardis. She considered waiting for The Doctor in the console room before deciding it would be more interesting to explore the Tardis. She wanted to be able to find her way around without help from either the Tardis or The Doctor.

She wanted to have a proper chat with him but that obviously wasn't going to happen while he was zipping around after Donna. Instead Cerese found the library, an anthology of human history, and got to brushing up her knowledge of the world she was somehow connected to.

* * *

Cerese was still in the library when she felt a change in the energy of the Tardis. It was hard for her to explain but none the less she made her way to the control room to find The Doctor running around the console. He barely acknowledged her as he worked to get close to what appeared Donna, a robot, and a taxi.

"Is it always like this?" Cerese wondered as she took a seat on the jumpseat with her legs crossed.

"Like what?" The Doctor asked as he tied a rope to a lever and ran to the door.

"Running around constantly without a break," Cerese explained before going over to the console to pull one last lever and further stabilize the Tardis.

"Yes," The Doctor told her, looking back in appreciation before putting all his attention on the bride- to- be. "Roll down your window!"

Cerese took her seat again and watched with interest as The Doctor coaxed Donna into jumping from the taxi to the Tardis. She winced as the pair landed hard on the floor before Donna hurried to stand up after an awkward moment of staring at The Doctor.

"Do you need help landing?" Cerese ventured after a moment of uncomfortable silence.

Her question seemed to spur The Doctor into action as he raced around the control room. She waited for a moment for his answer only to realize that he probably wasn't going to give her one. She shrugged and walked over to the captain's seat, being very careful to keep her balance as she went.

Cerese watched the pair as they went outside the Tardis. Only leaving after being prompted to by the ship herself. Something about recalibrating and not wanting to accidentally lock her in the ball pit. She would have survived the smoke.

Cerese stepped out to find the two on the edge of the roof, looking out over St. Paul's Cathedral. Donna had The Doctor's coat over her shoulders, which was much too small considering The Doctor's stick figure frame. She reached into the pocket of her trousers and pulled out a black cloak that was thinner than the red one she normally wore but still warm.

"Here," Cerese said, grabbing The Doctor's jacket and replacing it with her cloak, "this might keep you warmer."

"Thank you," Donna said, looking up at the brunette, "sorry but, who are you, you never really explained."

"I'm Cerese," She introduced, obviously confusing The Doctor since she'd refused to give her nickname earlier. Which was the name she preferred to go by anyways, "time lady."

"And how long have you been traveling with him?" She asked, gesturing to The Doctor, who'd put his jacket back on.

"I'd say about twelve hours now?" Cerese said, making it a question even though she knew that it'd been twelve hours, thirty- five minutes, and fifty-three seconds exactly since she'd left the void. She still wasn't sure what to make of all this but decided that it would be best for her to focus on Donna's problems and put her own on the backburner. Since that seemed to be what The Doctor was doing. She focused on the view of London as The Doctor and the bride-to-be talked.

* * *

"Oh and you'd better put this on," The Doctor said, remembering the ring he had in his pocket. He pulled out the gold bio-dampener and presented it to Donna.

"Oh, do you have to rub it in?" Donna demanded, though her voice was less harsh than it'd been in the past.

"Those creatures can trace you," The Doctor informed the red-headed human, "This is a bio-damper. Should keep you hidden. With this ring, I thee bio-damp."

"For better or for worse," Donna joked with a small smile, "So, come on then. Robot Santas, what are they for?"

"Ah, your basic robo-scavenger," The Doctor explained, in his element here. "The Father Christmas stuff is just a disguise. They're trying to blend in. I met them last Christmas."

"Why, what happened then?" Donna asked, oblivious to the look of disbelief that The Doctor was sending her way.

"Great big spaceship hovering over London?" He asked dumbfounded, "You didn't notice?"

"I had a bit of a hangover," Donna told them with a shrug.

"I spent Christmas Day just over there, the Powell Estate, with this family," The Doctor said pointing in the location of Rose's apartment, "My friend, she had this family. Well, they were. Still, gone now."

"Your friend, who was she?"

"Question is, what do camouflaged robot mercenaries want with you?" The Doctor evaded, not wanting to talk about Rose anymore. The hurt was too fresh, "And how did you get inside the Tardis? I don't know. What's your job?"

"I'm a secretary," Donna told him as The Doctor brought out his sonic to scan the woman.

"It's weird. I mean, you're not special, you're not powerful, you're not connected, you're not clever, you're not important."

"You're rude," Cerese said, glaring at The Doctor from where she was sitting be Donna.

"This friend of yours. Just before she left, did she punch you in the face?" Donna snapped before hitting The Doctor's hand away, "Stop bleeping me!"

"What kind of secretary?" The Doctor asked.

"I'm at HC Clements. It's where I met Lance. I was temping," Donna said before telling an impressively false story about how Lance proposed to her.

"What does HC Clements do?" The Doctor asked when she was done with her story.

" Oh, security systems. You know, entry codes, ID cards, that sort of thing," Donna said with a shrug, "If you ask me, it's a posh name for locksmiths."

"Keys," The Doctor said.

"Anyway, enough of my CV," Donna said standing up and offering a hand to Cerese, who accepted, "Come on, it's time to face the consequences. Oh, this is going to be so shaming. You can do the explaining, Martian boy."

"Yeah. I'm not from Mars," The Doctor frowned, following the two women as they headed to the door leading off the roof.

"Oh, I had this great big reception all planned," Donna told Cerese, ignoring The Doctor behind them, "Everyone's going to be heartbroken."

* * *

Cerese was starting to like Donna. When they'd entered the reception to find the party in full swing she had fake cried to garner sympathy from everyone else in retaliation for not believing her.

She took another sip of her drink, wincing at the initial bitterness but enjoying the fruity flavor that was left behind. Cerese had decided to limit herself to one drink, even though she knew that it would have no effect on her, she'd have to have at least three more to even feel anything.

"How can you drink that stuff?" The Doctor asked from beside her. He'd taken one drink of the sangria before switching to a cool and refreshing iced water.

Cerese shrugged, setting down the drink before holding a hand out to The Doctor. She laughed when he just stared at it.

"Since we're here, do you want to dance?" Cerese asked with a small smile.

"Sure," The Doctor replied, taking Cerese's hand with a grin and leading her out to the dance floor.

Cerese was honestly surprised to find that The Doctor wasn't bad at slow dancing. She'd expected them to just sway to the beat but the time lord led her in an actual dance around the floor. She knew that people were staring but she couldn't care less what they thought of them.

"Is this your first time on earth?" The Doctor asked curiously after moment. His voice was pitched so that none of the other occupants of the room could hear him.

"Well, other than what happened a few hours ago, yeah," Cerese said, "the council wouldn't let me leave Arcadia, much less travel to another galaxy."

"Hm," The Doctor replied, a hint of sadness at the mention of their home planet, "what do you think of it so far?"

Cerese thought about it for a moment, "I think it's a very interesting place to be. I can see why you like it so much. Though I still haven't figured out why I have the connection to it that I do?"

"And what is that?" The Doctor asked.

Cerese was going to reply when she saw the man who had recorded the wedding earlier. She got an idea and decided to follow through with it. Knowing that figuring out the situation with Donna was more important than her connection to earth's time.

"Never mind that," Cerese said, pulling away from The Doctor and pointing to the camera man, "let's see if he knows anything."

She saw the disappointed look The Doctor gave her before he shook his head, following behind her as she led the way. Cerese stopped next to the man and waited for him to finish a conversation with a sweet older lady before getting his attention.

"Excuse me, sorry, we helped Donna get back here this afternoon. Is there any way you can show us what happened?" Cerese asked, gesturing to The Doctor to show that they were both interested.

"Of course, I taped the whole thing," The man said, setting the camera up to show the replay of the main event for the evening, "They've all had a look. They said sell it to You've Been Framed. I said, more like the News. Here we are."

"Can't be," The Doctor said after watching the gold particles appear around Donna, "Play it again?"

"Clever, mind," The man complimented, "Good trick, I'll give her that. I was clapping."

"But that looks like Huon Particles," The Doctor said, glancing between Cerese and the camera.

"Which can't be hidden by a biodamper, Doctor," Cerese said before running to find Donna while The Doctor went to check out the windows.

"Donna," Cerese said, grabbing the woman's elbow and leading her aside, "sorry, the biodamper doesn't work. They've found you."

"But he said I was safe," Donna protested, gesturing to The Doctor who was running towards them.

"The biodamper doesn't work," The Doctor said, "We've got to get everyone out."

"My God, it's all my family," Donna said before she started running towards the door. The Doctor grabbed her and pulled her the other way.

Cerese let the two of them worry about getting everyone out while she focused on disarming the robots. While she didn't have much experience with this specific technology it didn't take Cerese long to figure out how a system worked. And any system as primitive as belonged to these robots had a high frequency weakness.

She quickly went to the stage and hid under a table to fiddle with some cables. She winced at a spark but kept working as the trees in the room started to spin, baubles coming off and exploding everywhere. Cerese kept working through the panic when suddenly The Doctor was next to her with his sonic screwdriver.

"Ah," The Doctor said, figuring out what she was doing, "want this?"

The took the offered sonic and used it for the last bit of tinkering before standing up to address the Santas, The Doctor right beside her.

"Oi! Santa! Word of advice," Cerese called getting everyone's attention, "If you're attacking a woman with access to a sonic screwdriver, don't let her near the sound system."

She activated the screwdriver which caused the speakers to short at a frequency that shook the robots to pieces. Cerese nodded when they were all dissembled before handing the screwdriver back to The Doctor and going to check on Donna.

* * *

"Look at that. Remote control for the decorations, but there's a second remote control for the robots," The Doctor said, having grabbed the remote from one of the Santas. They're not scavengers anymore. I think someone's taken possession."

"Never mind all that," Donna snapped, "You're a doctor. People have been hurt."

"Nah, they wanted you alive. Look," The Doctor tossed a bauble at Donna who caught it with wide eyes, "They're not active now."

"All I'm saying, you could help," Donna said, trying not to get upset with him

"Got to think of the bigger picture," The Doctor argued before running outside, Cerese on his heels, "There's still a signal!"

"Donna, who is he?" Sylvia, Donna's mother, called after Donna who was following the two with Lance in tow, "Who is that man?"

"There's someone behind this, directing the roboforms," The Doctor said, using his sonic to trace the signal.

"But why is it me?" Donna questioned, eyes wide with panic. Cerese grabbed the woman's hand and squeezed, giving her the comfort that The Doctor was currently unable to provide, "What have I done?"

"If we find the controller, we'll find that out. Ooo! It's up there. Something in the sky," The Doctor said as an ambulance pulled up beside the reception hall. "I've lost the signal. Donna, we've got to get to your office. HC Clements. I think that's where it all started. Lance! Is it Lance? Lance, can you give us a lift?"


	6. Draining the Thames

"To you lot, this might just be a locksmiths, but H C Clements was brought up twenty-three years ago by the Torchwood Institute," The Doctor said, having borrowed someone's phone to get more information on HC Clements at the reception. The group had just arrived at the central office, and Lance had let them into the building, after some finagling from Donna.

"Who are they?" Donna asked, having not heard the name before.

"They were behind the battle of Canary Wharf," The Doctor explained when there was no recognition from Donna he tried again, "Cyberman invasion. Skies over London full of Daleks?"

"Oh, I was in Spain," Donna told the time lord.

"I'm sure they had Cybermen in Spain," Cerese said from where she was examining the layout of the building, having taken the sonic from The Doctor.

"Scuba diving," Donna added with a shrug that got her a raised eyebrow from both Cerese and The Doctor.

"That big picture, Donna," The Doctor said, looking over Cerese's shoulder, impressed with her work, "You keep on missing it. Torchwood was destroyed, but HC Clements stayed in business. I think someone else came in and took over the operation."

"But what do they want with me?" Donna asked, having followed the time lord over.

"Somehow you've been dosed with Huon energy. And that's a problem because Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the Tardis. See? That's what happened. Say, that's the Tardis." The Doctor picked up a mug from the desk, before picking up a pencil, "And that's you. The particles inside you activated. The two sets of particles magnetized and whap." He shook the mug and dropped the pencil in, "You were pulled inside the Tardis."

"I'm a pencil inside a mug?" Donna asked, bemused.

"Yes, you are. 4H. Sums you up," The Doctor finished.

"Lance? What was HC Clements working on?" Cerese asked, turning from the computer to Donna's fiance, "Anything top secret? Special operations? Do not enter?"

"I don't know, I'm in charge of personnel," Lance explained, "I wasn't project manager. Why am I even explaining myself? What the hell are we talking about?"

"They make keys, that's the point," The Doctor said, leading them to the lift, having seen what he needed, "And look at this. We're on the third floor." He walked into the lift, smiling when Cerese stepped in behind him, "Underneath reception, there's a basement, yes? Then how come when you look on the lift, there's a button marked lower basement? There's a whole floor which doesn't exist on the official plans. So what's down there, then?"

"Are you telling me this building's got a secret floor?" Lance demanded.

"No, I'm showing you this building's got a secret floor."

"It needs a key," Donna pointed out.

"I don't," The Doctor said as he soniced the lower basement button. "Right then. Thanks, you two. We can handle this. See you later."

"No chance, Martian," Donna replied, stepping onto the lift, "You're the people that keep saving my life. I ain't letting you out of my sight.

"Going down," The Doctor said with a grin.

"Lance?" Donna questioned when Lance didn't follow her in.

"Maybe I should go to the police," Lance said half-heartedly.

"Inside."

"To honor and obey?" The Doctor joked when Lance sheepishly stepped into the lift at Donna's demand.

"Tell me about it, mate."

"Oi." Donna snapped.

"Rude," Cerese said, lightly hitting The Doctor on the arm. He just grinned at the time lady sheepishly, causing her to shake her head.

"Men," Donna joked with a roll of her eyes.

"Tell me about it," Cerese grinned.

* * *

"Where are we?" Donna asked when they stepped out of the lift into the eerily lit Lower Basement, she turned to The Doctor, "Well, what goes on down here?"

"Let's find out," The Doctor said

"Do you think Mister Clements knows about this place?" Donna asked.

"The mysterious HC Clements? I think he's part of it," The Doctor said, looking to Cerese to see that she was fiddled with three Segways. He grinned, "Oh, look. Transport."

"You're on the back, mate," Cerese grinned at The Doctor after she'd gotten the first two working and had given them to Lance and Donna, "you probably failed your driver's test."

"Hey," The Doctor protested, but he couldn't say anything else because she was right.

The four of them made their way down the hall, laughing. They would have gone much faster if they had just walked but who could pass up a ride on a Segway? Cerese grinned as she steered the segway from side to side causing The Doctor, who had only had one hand on her shoulder, to nearly fall off.

"Hey," He protested as he latched onto the time lady in front of him, "rude."

"True," Cerese agreed before pulling the segway to a stop. The Time Lady had spotted a door that looked promising and decided to investigate it.

"Good eye," The Doctor complimented as he stepped off the Segway and walked up to the door that read 'authorized personnel only' with a grin. "Wait here. Just need to get my bearings. Don't do anything."

"You'd better come back," Donna threatened as The Doctor started to climb up the ladder.

"I couldn't get rid of you if I tried," The Doctor joked as he continued up the ladder.

"Donna, have you thought about this?" Lance asked his almost-bride when The Doctor was out of sight, "Properly? I mean, this is serious! What the hell are we going to do?"

"Oh, I thought July," Donna answered absently as she waited for The Doctor to return.

"July weddings are rubbish," Cerese said from where she was standing off to the side. "I almost got married in July once, and it was the worst thing."

"Why didn't you get married?" Donna asked curiously, Cerese barely looked old enough to get married.

"Maybe it's not July that was rubbish, now that I think about it, maybe it was the man?" Cerese continued, not noticing that The Doctor was right behind her, "you know what, there's nothing wrong with July weddings. It's marrying a psychopath that's rubbish."

"Thames flood barrier right on top of us," The Doctor said after shaking his head, he wasn't sure what to make of Cerese. She was brilliant, more than brilliant, and he was so extremely elated that he wasn't the last time lord, but she was also all over the place, and it was hard to pin down what her personality was, exactly. "Torchwood snuck in and built this place underneath."

"What, there's like a secret base hidden underneath a major London landmark?" Donna asked, having been distracted by The Doctor.

"Oh, I know. Unheard of," The Doctor retorted sarcastically.

"Rude," Cerese said, smacking The Doctor on the arm.

"Oi," The Doctor huffed, offended. But it wasn't like he could say anything to it, he was quite rude in this regeneration at times.

Cerese chuckled before getting back on the Segway, motioning for the other three to do the same.

"Place like this, betcha they've got an underground lab," Cerese said with a grin as they continued down the corridor. She grinned when she spotted a swinging set of doors, "oh, look at that! I was right."

"Could this get any more 'James Bond'?" Donna remarked quietly to Lance who just gave the redhead a grimace, not wanting to comment on it.

"Oo, look at this. Stunning!" The Doctor said when they were in the lab.

They were surrounded by several different tubes full of a bubbling liquid. Cerese followed The Doctor carefully, examining the equipment and gathering a feel for what it would take to use the equipment.

"What does it do?" Donna asked.

"Particle extrusion," The Doctor explained, "Hold on. Brilliant. They've been manufacturing Huon particles. Course, my -our- people, got rid of Huons. They unravel the atomic structure."

"Your people? Who are they?" Lance demanded, "What company do you represent?"

"Oh, I'm a freelancer," The Doctor explained, "But this lot are rebuilding them. They've been using the river. Extruding them through a flat hydrogen base, so they've got the end result, Huon particles in liquid form."

"And that's what's inside me?" Donna asked while The Doctor turned a knob on one of the containers, making it, and Donna, glow, "Oh, my God!"

"Genius. Because the particles are inert, they need something living to catalyze inside, and that's you. Saturate the body and then. Ha!" The Doctor said, jumping as he came to a conclusion and nearly running into Cerese, "The wedding! Yes, you're getting married, that's it! Best day of your life, walking down the aisle. Oh, your body's a battleground! There's a chemical war inside! Adrenaline, acetylcholine. Wham! Go the endorphins. Oh, you're cooking! Yeah, you're like a walking oven. A pressure cooker, a microwave, all churning away. The particles reach boiling point. Shazam!"

Cerese was getting fed up with The Doctors rambling and was about to smack him when Donna beat her to it. The time lady grinned as The Doctor looked at the redheaded human in confusion.

"What did I do this time?" The Doctor demanded.

"Are you enjoying this?" Donna demanded before continuing when The Doctor gave her an apologetic look, "Right, just tell me. These particles, are they dangerous? Am I safe?"

"No," Cerese answered at the same time The Doctor said "yes."

"We'll sort it out, Donna," Cerese continued, noticing the scared look on Donna's face and grabbing the woman's hand to offer her some comfort.

"Whatever's been done to you, I'll reverse it," The Doctor agreed, "I am not about to lose someone else."

"Oh, she is long since lost," A voice sounded from somewhere above them. The group stepped back when the wall in front of them opened to reveal a hole descending into the earth, "I have waited so long, hibernating at the edge of the universe until the secret heart was uncovered and called out to waken!"

Cerese froze when armed robots entered the room, trying not to let the panic set in. She had been trained to fight, sure, but she had never liked it. She vaguely noticed that Lance had run off before turning her attention back to The Doctor who was speaking to the voice.

"Someone's been digging. Oh, very Torchwood. Drilled by laser," The Doctor said, "How far down does it go?"

"Down and down, all the way to the center of the Earth!" The voice said gleefully.

"Really? Seriously? What for?" The Doctor questioned trying to puzzle out what could possibly in the hole.

"Dinosaurs," Donna replied.

"What?"

"Dinosaurs?" Donna repeated hesitantly.

"What are you on about, dinosaurs?" The Doctor demanded, very confused by the leap that Donna had made.

"That film, Under the Earth, with dinosaurs," Donna explained with a huff, "Trying to help."

"That's not exactly helping, Donna," Cerese said gently, putting a hand on Donna's shoulder though.

"Such a sweet couple," the voice said. The trio ignored it as The Doctor continued.

"Only a madman talks to thin air and trust me, you don't want to make me mad," The Doctor warned, "Where are you?"

"High in the sky," the voice told them, "Floating so high on Christmas night."

"I didn't come all this way to talk on the intercom," The Doctor informed, "Come on, let's have a look at you!"

"Who are you with such command?"

"I'm the Doctor."

"Prepare your best medicines, doctor man, for you will be sick at heart."

Chris flinched back violently when the Racnoss appeared. She would have tripped over Donna if the woman hadn't caught her. Her heart was racing, and she was actively resisting the urge to vomit.

"Cerese?" Donna whispered, worried for the time lady who was gripping Donna's arms tightly.

"Racnoss? But that's impossible," The Doctor said, "You're one of the Racnoss?"

"Empress of the Racnoss," the Racnoss corrected proudly.

"If you're the Empress, where's the rest of the Racnoss?" The Doctor questioned, "Or, are you the only one?"

"Such a sharp mind," the empress chuckled.

"That's it, the last of your kind," The Doctor said, almost sympathetically, "The Racnoss come from the Dark Times, billions of years ago. Billions. They were carnivores, omnivores. They devoured whole planets."

"Racnoss are born starving," The Empress explained, "Is that our fault?"

"They eat people?" Donna asked horrified. She was patting Cerese on the back, hoping to help the woman calm down.

"HC Clements, did he wear those, those -er, black and white shoes?" The Doctor asked not looking over at Donna but at a web on the ceiling where a pair of spats were hanging.

"He did. We used to laugh. We used to call him the fat cat in spats." Donna chuckled a little at the memory of the man in his spats before noticing where The Doctor was looking, "Oh, my God!"

"Mmm," The Empress chuckled, "My Christmas dinner."

"You shouldn't even exist," The Doctor called out, "Way back in history, the fledgling Empires went to war against the Racnoss they were wiped out."

"Except for me," The Empress said haughtily.

"But that's what I've got inside me, that Huon energy thing," Donna said, noticing Lance above the Empress, an ax in his hands. She yelled when the Empress started to turn away from her but didn't let go of the trembling time lady, "Oi! Look at me, lady, I'm talking. Where do I fit in? How comes I get all stacked up with these Huon particles? Look at me, you! Look me in the eye and tell me."

"The bride is so feisty," The Empress chuckled, "the other female is not."

"Yes, I am! And I don't know what you are, you big thing, but a spider's just a spider, and an ax is an ax!" Donna said before yelling to Lance, "Now, do it!"

"That was a good one," Lance said after partially swinging the ax. He dropped it and laughed, "Your face."

"Lance is funny," the empress chuckled

"What?" Donna asked, letting go of Cerese in her shock and hurt.

"I'm sorry," The Doctor apologized to Donna.

"Sorry for what?" Donna asked before turning to LAnce, "Lance, don't be so stupid! Get her!"

"God, she's thick," Lance whined, "Months I've had to put up with her. Months. A woman who can't even point to Germany on a map."

"Oh shut up," Cerese said, the first words she'd spoken since her strong reaction to the appearance of the Racnoss. Her hands were still shaking, but she'd been paying attention during her panic attack, and she was pissed at Lance for manipulating Donna like that. She grabbed Donna's hands, looking her in the eyes.

"He's been using coffee to dose you with Huon particles," Cerese said with thinly veiled contempt.

"But, we were getting married," Donna protested before looking at Lance.

"Well, I couldn't risk you running off," Lance shrugged, "I had to say yes. And then I was stuck with a woman who thinks the height of excitement is a new flavor Pringle. Oh, I had to sit there and listen to all that yap yap yap. Oh, Brad and Angelina. Is Posh pregnant? X-Factor, Atkins Diet, Feng Shui, split ends, text me, text me, text me. Dear God, the never-ending fountain of fat, stupid trivia. I deserve a medal."

"Oh, is that what she's offered you?" The Doctor asked angrily, "The Empress of the Racnoss? What are you, her consort?"

"It's better than a night with her," Lance sneered.

"But I love you," Donna protested meekly.

"That's what made it easy. It's like you said, Doctor," Lance said, "The big picture. What's the point of it all if the human race is nothing? That's what the Empress can give me. The chance to go out there. To see it. The size of it all. I think you understand that, don't you, Doctor?"

"Who is this little physician?" The Empress wanted to know.

"She said Martian," Lance said.

"Oh, I'm sort of homeless. But the point is, what's down here?" The Doctor questioned, "The Racnoss are extinct. What's going to help you four thousand miles down? That's just the molten core of the Earth, isn't it?"

Lance smirked to the Racnoss, "I think he wants us to talk."

"I think so, too," The Empress agreed.

"Well, tough!" Lance laughed, "All we need is Donna."

"Kill this chattering little doctor man and the trembling girl." The Empress ordered.

"Don't you hurt them!" Donna commanded, stepping in front of The Doctor and Cerese.

"No, no, Donna," The Doctor assured, having figured out a way out of the situation already, "It's all right."

"No, I won't let them," Donna protested looking back at The Doctor and Cerese, who was standing meekly behind The Doctor and looking at everything but the Racnoss.

"At arms!" The Empress ordered, and the robots pointed their guns at the Gallifreyans.

"Ah, now. Except," The Doctor started

"Take aim!" The Empress interrupted.

"Well, I just want to point out the obvious."

"They won't hit the bride," The Empress assured, misunderstanding The Doctor, "They're such terrific shots."

"Just, just, just, just, just hold on. Hold on just a tick," The Doctor said as he fiddling with a knob on the containers, "Just a tiny little, just a little tick. If you think about it, the particles activated in Donna and drew her inside my spaceship. So reverse it, and the spaceship comes to her."

He grinned as the Tardis began to materialize around them. He saw how Cerese seemed to deflate as she fell into the captain's seat and buried her face in her hands. And he saw how Donna was staring at where Lance had been with a blank look, but he couldn't help either of them until he got the Tardis into flight.

"Off we go," The Doctor said as he pulled the lever, "Oh, do you know what I said before about time machines? Well, I lied. And now we're going to use it. We need to find out what the Empress of the Racnoss is digging up. If something's buried at the planet's core, it must've been there since the beginning. That's just brilliant. Molto Bene. I've always wanted to see this. Donna, we're going further back than I've ever been before."

Cerese watched as the two walked to the door after they'd materialized but she couldn't bring herself to move. Her body was still shaking, and she knew that if she moved now then she'd end up throwing up, and she didn't want that to happen.

So instead she listened to them as they figured out what was in the center of the earth and took deep breaths, trying to gain control of her body.

She had discovered around one hundred years into her current body that she had severe arachnophobia. She had been reading through a book on earth insects when she'd come upon the image of the spider. She didn't know what it was about them or why it happened but Cerese had gone straight into a panic attack when she'd seen it, and now she could even think about them without feeling nauseous.

"Cerese, are you okay?" a voice asked from next to her, startling the time lady. She looked up to see The Doctor and Donna watching her with concern.

"Huh? Oh, yeah, sorry," Cerese mumbled before shaking her head and giving the two a smile, uttering meekly, "I might have a pretty severe case of arachnophobia."

"Ah," The Doctor said, finally understanding Cerese's odd behavior in front of the Racnoss, "well, you can stay here if you want. We're two-hundred feet to the left of where we previously were, and I'm sure I can handle it."

"No," Cerese said, standing up and shoving her still shaking hands into the pockets of her trousers, "no need, Donna's well being is more important than my fears."

"Alright then," The Doctor said with a grin before leading the two women out of the Tardis.

"But what do we do?" Donna asked

"I don't know. I make it up as I go along," The Doctor grinned as he exited the Tardis, "But trust me, I've got a history."

"Probably a bad one," Cerese muttered as she watched The Doctor use a stethoscope on the door. "I mean, you couldn't even make it to St. Mary's earlier."

"Rude," The Doctor muttered, not able to argue with her.

"I know," Cerese grinned, "It's a gift."

"But I still don't understand," Donna interrupted, "I'm full of particles, but what for?"

"There's a Racnoss web at the center of the Earth, but our people unraveled their power source," The Doctor explained as he continued to examine the door, "The Huon particles ceased to exist, but the Racnoss were stuck."

Cerese rolled her eyes and the time lord but frowned when she turned to find that Donna was gone. She was about to say something to The Doctor when a robot grabbed her as well, pulling her away from the still talking Time Lord.

"They've just taken hibernation for billions of years. Frozen, dead, kaput. So you're the new key. Brand new particles, living particles! They need you to open it, and you have never been so quiet." He turned to see that Cerese and Donna were gone. "Oh!"

* * *

"I'm gonna kill him," Cerese told Donna, her eyes clenched shut so that she wouldn't have to look at the Racnoss, "The next time I see The Doctor I am going to kill him."

"Oh shut up you stupid bi-" Lance started before he was interrupted by Donna.

"I hate you," she snapped.

"Yeah, I think we've gone a bit beyond that now, sweetheart," Lance noted sarcastically. Cerese quickly glared at the man.

Cerese winced when the Empress of the Racnoss started to speak, solidifying the image of the giant spider in her mind. It took all her willpower to suppress a shudder.

"My golden couple, together at last," The Empress sneered, "Your awful wedded life. Tell me, do you want to be released?"

"Yes!"

"You're supposed to say, I do," The Empress snapped.

"Huh," Lance said, glaring at Donna, who was glaring back at him, "No chance."

"Say it!" The Empress demanded.

"I do," Lance said dejectedly.

"I do," Donna bit out.

"I don't," The Empress laughed. "Activate the particles. Purge every last one."

Donna and Lance start to glow a yellow color. Cerese feels a tug of her regeneration energy as well, but she quickly clamps down on it. Not allowing the queen to take anything from her.

"And release!" The Empress ordered. The particles left the two humans bodies and raced into the sky, "The secret heart unlocks, and they will waken from their Sleep of Ages."

"Who will?" Donna puzzled, "What's down there?"

"How thick are you?" Lanced snapped.

"Shut up you bast-" Cerese started, but she was interrupted by the Empress.

"My children, the long-lost Racnoss, now reborn to feast on flesh! The web star shall come to me." The Empress chuckled, "My babies will be hungry. They need sustenance. Perish the web."

"Use them, not me! Use them!" Lance pleaded.

"Oh, my funny little Lance! But you are quite impolite to your lady friends." The Empress laughed, "The Empress does not approve."

"Lance!" Donna called when the web released, and her fiance fell to his doom.

"Harvest the humans! Reduce them to meat," The Empress called, "My children are climbing towards me, and none shall stop them."

"Oh my god," Cerese gasped, picking up on the chaos in the streets above them, "she's gonna kill all of them."

"So you might as well unmask, my clever little doctor man," The Empress ordered, having noticed The Doctor sneaking into the room. Cerese startled and looked over at the Time Lord.

"Oh well. Nice try," The Doctor shrugged before lifting his sonic and pointing it at the web, "I've got you, Donna, Cerese!"

"I'm going to fall!" Donna panicked as the web started to release. Cerese shifted her grip and swung out, ensuring that she wouldn't run into any walls.

"You're going to swing!" The Doctor corrected, "I've got you!"

Cerese grinned as she swung into The Doctor, knocking the Time Lord down. He winced but otherwise looked relieved to have the Time Lady with him. Donna, on the other hand, wasn't nearly as lucky. The two Time Lords grimaced when they heard Donna hit the ground below them with a clang.

"Oh. Sorry," The Doctor apologized.

"Thanks for nothing," Donna snapped.

"The doctor man amuses me," The Empress noted.

Cerese grimaced and gripped The Doctor's hand, squeezing tight. She ignored his questioning look and turned to the Empress with a bravery she didn't entirely feel.

"Empress of the Racnoss, I give you one last chance," The Doctor announced, getting back to the point, "I can find you a planet. I can find you and your children a place in the universe to co-exist. Take that offer and end this now."

"These men are so funny."

"What's your answer?" The Doctor demanded.

"Oh, I'm afraid I have to decline."

"What happens next is your own doing," The Doctor warned.

"I'll show you what happens next," The Empress threatened before ordering her robots. "At arms! Take aim! And-"

"Relax," The Doctor said, pulling a remote out of his pocket and winking at Cerese as the robots slump forward.

"What did you do?" Donna asked since she wasn't able to see The Doctor.

"Guess what I've got, Donna?" The Doctor called, "Pockets."

"How did that fit in there?" Donna wondered.

"They're bigger on the inside," The Doctor grinned.

"Roboforms are not necessary," The Empress called, "My children may feast on Martian flesh."

The Doctor shrugged, putting the remote back in his pocket, "Oh, but I'm not from Mars."

"Then where?"

"My home planet is far away and long since gone," The Doctor called squeezing Cerese's hand when he felt her start to shake, "But its name lives on. Gallifrey."

"They murdered the Racnoss!" The Empress screeched.

"I warned you," The Doctor reminded, taking some of the exploding Christmas tree decorations from his pocket. "You did this."

"No! No!" The Empress begged, "Don't! No!"

Cerese watched grimly as The Doctor tossed the baubles into the air and used the remote to direct them to the corridor walls, blowing holes to let the Thames in. The water came rushing in and down into the hole as fires broke out around the room. Cerese let go of The Doctor to cover her ears to block out the screams.

"No! No! My children!" the Empress wailed, "No! My children! My children!"

"Doctor!" Donna called when The Doctor didn't stop watching the flooding. She grabbed Cerese's hands, pulling the shaking time lady to her, "You can stop now!"

"My children!" The Empress said, anguished.

"Come on. Time I got you out." The Doctor said when the ground began to shake. He grabbed Cerese's free hand and the Time Lord and the Human guided her out.

"But what about the Empress?" Donna asked as they ran up to the Thames flood barrier.

"She's used up all her Huon energy. She's defenseless!" The Doctor yelled just as a beam of light shot off, hitting the Racnoss spaceship and sending it crashing to the ground in thousands of pieces.

"Just there's one problem," Donna said, surveying the land.

"What is that?" The Doctor asked, not paying attention to their surrounding as he kept an eye on Cerese who had moved to get a closer look at the falling debris.

"We've drained the Thames."

* * *

 **A/N: FYI I am back in college and also directing a play as well as working so updates will be sporadic. (Which is true even when I'm not in college honestly.) I hope you guys enjoy this chapter! I have an original adventure planned for the next one! And then we'll be joined by Martha Jones!**


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